Common use of Attornment Clause in Contracts

Attornment. A. Subtenant agrees that, in the event of a termination of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatUpon the written request of any person or party succeeding to the interest of Landlord under this Lease, Tenant shall automatically become the tenant of and attorn to such successor in interest without any change in any of the event terms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, except payments of security for the performance by Tenant of Tenant’s obligations under this Lease, or (b) subject to any offset, defense or damages arising out of a termination of the Ground Lease default or the exercise by the Ground Landlord any obligations of any of preceding Landlord. Neither Landlord’s Mortgagee nor its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth successor in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord interest shall be bound by any amendment of this Lease entered into after Tenant has been given written notice of the name and perform all obligations imposed by address of Landlord’s Mortgagee and without the Subleasewritten consent of Landlord’s Mortgagee or such successor in interest, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds not to the position of sublandlord under the Sublease, the Ground Landlord be unreasonably withheld or delayed. Any transferee or successor-in-interest shall not be: 1. be liable for any act acts, omissions or omission defaults of any prior sublandlord (including, without limitation, Tenant)Landlord that occurred before the sale or conveyance, or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit except for deposits actually paid to the successor or letter transferee. Tenant agrees to give written notice of credit unless any default by Landlord to the Ground 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 is holding to cure the default, plus an additional thirty (30) days. The subordination, attornment and mortgagee protection clauses of this Section 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments substantially in the form of Exhibit H hereto to confirm the same; 3. bound Tenant shall from time to time, if so requested by any agreement Landlord and if doing so will not materially and adversely affect Tenant’s economic interests under this Lease, join with Landlord in amending this Lease so as to meet the needs or requirements of any prior sublandlord (including, without limitation, Tenant) to provide lender that is considering making or that has made a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound loan secured by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises all or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordComplex. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Tenant agrees that, that upon any termination of Landlord’s interest in the event of a termination Premises, Tenant shall, upon request, attorn to the person or organization then holding title to the reversion of the Ground Lease or Premises (the exercise by “Successor”) and to all subsequent Successors, and shall pay to the Ground Landlord of any of its rights thereunder to take possession Successor all of the Ground Leased Premises, Subtenant will attorn rents and other monies required to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay be paid by Tenant hereunder and perform all of the other terms, covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall so request from such Successor in writing, such Successor shall execute and deliver to Tenant an instrument wherein such Successor agrees that as long as Tenant performs all of Subtenant pursuant the terms, covenants and conditions of this Lease, on Tenant’s part to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenantbe performed, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding Tenant’s possession under the provisions of Section III A hereof, Subtenant agrees that, in this Lease shall not be disturbed by such Successor. In the event that the Ground Landlord Mortgagee succeeds to the position interest of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing hereunder and is capable advised by its counsel that all or any portion of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, Annual Base Rent or additional rent which Subtenant payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have prepaid for more than one (1) month the right at any time, from time to time, to notify Tenant in addition writing of the required changes to the then current month under the Sublease other than Lease. Tenant shall execute all documents necessary to the extent effect any such amendment within ten (10) days after written request from Mortgagee, as landlord, provided that in no event shall such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with amendment increase Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims payment obligations or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of liability under this Agreement Lease or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any reduce Landlord’s obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordhereunder. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees thatto execute any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, in to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of a termination such transfer of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesLandlord’s interests, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord’s successor by acceptance of Rent from Tenant hereunder shall become liable and perform responsible to Tenant in respect to all obligations imposed by of Landlord under this Lease accruing from and after the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice date of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordtransfer. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Tenant hereby agrees that, that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord in the event of a termination respect of the Ground land and the buildings governed by this Lease or the exercise by the Ground Landlord upon any foreclosure of any Mortgage upon such land or buildings or upon the execution of its rights thereunder any deed in lieu of foreclosure in respect to take possession such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the terms of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease this Lease for the remainder duration of the term of this Lease. Tenant’s attornment shall be effective and self-operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof (including all extension periods which have been to Tenant. If requested, Tenant shall execute and deliver an instrument or are hereafter exercised) upon the same terms and conditions instruments confirming its attornment as are set forth in the Subleaseprovided for herein; provided, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenanthowever, and Ground Landlord that no such Mortgagee or successor- in-interest shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions any payment of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid Base Rent for more than one (1) month in addition advance, or any amendment or modification of this Lease made without the express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, nor for the return of any sums which Tenant may have paid to the then current month Landlord under the Sublease other than this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such prepayment is sums are actually received delivered by the Ground Landlord; 5Landlord to Mortgagee. bound If Mortgagee, by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications succeeding to the Sublease that are made consistent with interest of Landlord under this Lease, should become obligated to perform the terms covenants of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsetsLandlord hereunder, claims or defenses which Subtenant might have against any prior sublandlord (includingthen, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitationupon, any warranties or representations regarding usefurther transfer of Landlord’s interest by Mortgagee, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not all such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement obligations shall terminate as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiseMortgagee.

Attornment. A. Subtenant agrees thatIf a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, in the event whether through possession or foreclosure action or delivery of a termination new lease or deed, then at the request of the Ground Lease or the exercise by the Ground Landlord of any of its such party so succeeding to Landlord’s rights thereunder (“Successor Landlord”) and upon Successor Landlord’s written agreement to take possession of the Ground Leased Premisesaccept Tenant’s attornment, Subtenant will Tenant shall attorn to and recognize the Ground Successor Landlord as its sublandlord Tenant’s landlord under the Sublease for the remainder this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms terms, conditions and conditions covenants as are set forth in the Sublease, this Lease and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, applicable after such attornment except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground that Successor Landlord shall not be: 1. (a) liable for any act or omission of any prior sublandlord Landlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground such act or omission continues beyond the date when such Successor Landlord had succeeds to Landlord’s interest and Tenant gives notice of such act or omission prior to said succession in interestSuccessor Landlord); (b) subject to any defense, such act claim, counterclaim, set-off or omission is continuing and is capable of cure by Ground offsets which Tenant may have against Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. (c) bound by any agreement prepayment of more than one month’s Rent to any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Subleaselandlord; 4. (d) bound by any rent, percentage rent, or additional rent obligation to make any payment to Tenant which Subtenant may have prepaid for more than one (1) month in addition was required to be made prior to the then current month time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Sublease Premises as a result of damage by fire or other than casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such prepayment is repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually received by the Ground made available to such Successor Landlord;; or 5. (f) bound by any amendments modification, amendment or modifications renewal of the Sublease this Lease made without the prior written consent of the Ground Successor Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordconsent. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf the interest of Landlord is transferred to any person (a “Successor Landlord”) by reason of the termination or foreclosure, in the event or proceedings for enforcement, of an Encumbrance, or by delivery of a termination deed in lieu of such foreclosure or proceedings, Tenant shall, upon demand and at the Ground Lease or the exercise by the Ground Landlord election of any of its rights thereunder to take possession of the Ground Leased PremisesSuccessor Landlord, Subtenant will attorn to the Successor Landlord. Upon attornment this Lease shall continue in full force and recognize the Ground Landlord effect as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Successor Landlord and SubtenantTenant, upon all of the same terms, conditions and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, covenants as stated in this Lease except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground that a Successor Landlord shall not be: 1. be (a) liable for any previous act or omission or negligence of Landlord under this Lease, (b) subject to any counterclaim, defense or offset not expressly provided for in this Lease and asserted with reasonable promptness, which therefore shall have accrued to Tenant against Landlord, (c) bound by an previous modification or amendment of this Lease or by any previous prepayment of more than one month’s rent, unless such modification or prepayment shall have been approved in writing by the holder of any prior sublandlord (including, without limitation, Tenant), Encumbrance through or for any fact, circumstance or condition existing prior by reason of which the Successor Landlord shall have succeeded to the Ground Landlord’s succession in interest, except rights of Landlord under this Lease or (d) obligated to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of perform any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit repairs or other security for sublandlordwork beyond Landlord’s obligations under the Sublease; 4this Lease. bound Tenant agrees, upon request by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition and without cost to the then current month under the Sublease other than Successor Landlord, to promptly execute and deliver to the extent that Successor Landlord such prepayment is actually received instrument(s) as may be reasonably required by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications Successor Landlord to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not evidence such event, condition or circumstance continues to exist after such date of succession by Ground Landlordattornment. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf the interest of any Grantor in any of the Intellectual Property Rights is transferred by reason of, or assigned in lieu of foreclosure or other proceedings for enforcement of, the Credit Documents, then, subject to the provisions set forth herein, the NEC License with respect to such Intellectual Property Rights shall nevertheless continue in full force and effect and, upon the Administrative Agent’s written request, the Licensee shall attorn to the transferee of such Intellectual Property Rights (the “Intellectual Property Transferee”). Although the foregoing provisions shall be self-operative, in order to confirm such attornment, upon the event Administrative Agent’s request, the Licensee shall execute and deliver to the Administrative Agent (i) an agreement of a termination attornment in form and content reasonably satisfactory to the Administrative Agent and the Licensee, at the Administrative Agent’s sole cost and expense, confirming the foregoing attornment and providing that all the terms, covenants, and conditions of the Ground Lease or NEC License on the exercise by Licensee’s part will be performed for the Ground Landlord of any of its rights thereunder to take possession benefit of the Ground Leased PremisesIntellectual Property Transferee with the same force and effect as if the Intellectual Property Transferee were the originally named licensor of such Intellectual Property Rights in the NEC License, Subtenant will attorn or (ii) a new license with respect to and recognize the Ground Landlord transferred Intellectual Property Rights with the Intellectual Property Transferee, as its sublandlord under the Sublease licensor, for the remainder remaining term of the term thereof (including all extension periods which have been or are hereafter exercised) upon NEC License with respect to the transferred Intellectual Property Rights and otherwise on the same terms and conditions as are set forth in and with the Subleasesame options, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenantif any, and Ground Landlord then remaining. Nothing herein contained shall be bound construed to obligate the Administrative Agent to cure any default by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord any Grantor under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed NEC License occurring prior to the date on which Ground Landlord the Intellectual Property Transferee succeeds to the position of sublandlord Credit Parties’ rights, it being expressly agreed that under no circumstances shall the SubleaseAdministrative Agent or the Intellectual Property Transferee be obligated to remedy any such default except, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if case of the Ground Lease had not been terminated. The limitations set forth in this Agreement as Intellectual Property Transferee, to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies extent that Subtenant may have against Tenant under such default continues after the Sublease or otherwiseIntellectual Property Transferee takes title to the transferred Intellectual Property Rights and the Intellectual Property Transferee has assumed the obligations with respect to the NEC License as provided in clauses (i) and (ii) above.

Attornment. A. Subtenant Tenant agrees that, in the event that this Lease shall not be terminable by Tenant by reason of any foreclosure of a termination Leasehold Mortgage or any other mortgage affecting the Premises, nor by reason of the Ground Lease institution of any suit, action, summary or the exercise other proceeding against Landlord or any foreclosure proceeding brought by the Ground Landlord holder of any of its rights thereunder Leasehold Mortgage or other mortgage affecting the Premises to take recover possession of the Ground Leased Premises by operation of law or otherwise or by reason of the termination of any Prior Lease and that the same shall not result in the cancellation or termination of this Lease by Tenant or of the obligations of Tenant hereunder. If at any time prior to the expiration of the Term, any Prior Lessor or Leasehold Mortgagee comes into possession of the Premises or a receiver shall be appointed for Landlord’s interest in the Premises, Subtenant will attorn Tenant agrees, at the election and upon demand of any such Prior Lessor or Leasehold Mortgagee in possession, to and recognize attorn, from time to time, to any such Prior Lessor or Leasehold Mortgagee or any person acquiring the Ground interest of Landlord as its sublandlord under a result of any such Prior Lease termination or as a foreclosure of a Leasehold Mortgage or the Sublease granting of a deed or assignment in lieu of foreclosure, upon the then executory terms and conditions of this Lease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) Term. The provisions of this Section 17.5 shall inure to the benefit of any such successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the same termination of a Prior Lease or foreclosure of a Leasehold Mortgage, and 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 successor Landlord, shall execute, from time to time, instruments in confirmation of the forgoing provisions of this Section 17.5 reasonably satisfactory to any such successor Landlord and Tenant, acknowledging such attornment and setting forth in the terms and conditions as are set forth of its tenancy. Nothing contained in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord this Section shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds construed to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for impair any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound right otherwise exercisable by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground successor Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, in the event whether through possession or foreclosure action or delivery of a termination new lease or deed, then at the request of the Ground Lease or the exercise by the Ground Landlord of any of its such party so succeeding to Landlord’s rights thereunder (“Successor Landlord”) and upon Successor Landlord’s written agreement to take possession of the Ground Leased Premises, Subtenant will accept Tenant’s attornment. Tenant shall attorn to and recognize the Ground Successor Landlord as its sublandlord Tenant’s landlord under the Sublease for the remainder this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms terms, conditions and conditions covenants as are set forth in the Sublease, this Lease and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, applicable after such attornment except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground that Successor Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall shalt not be: 1. (a) liable for any act or omission of any prior sublandlord Landlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground such act or omission continues beyond the date when such Successor Landlord had succeeds to Landlord’s interest and Tenant gives notice of such act or omission prior to said succession in interestSuccessor Landlord); (b) subject to any defense, such act claim, counterclaim, set-off or omission is continuing and is capable of cure by Ground offsets which Tenant may have against Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. (c) bound by any agreement prepayment of more than one month’s Rent to any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Subleaselandlord; 4. (d) bound by any rent, percentage rent, or additional rent obligation to make any payment to Tenant which Subtenant may have prepaid for more than one (1) month in addition was required to be made prior to the then current month time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Sublease Premises as a result of damage by fire or other than casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such prepayment is repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually received by the Ground made available to such Successor Landlord;; or 5. (f) bound by any amendments modification, amendment or modifications renewal of the Sublease this Lease made without the prior written consent of the Ground Successor Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordconsent. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, in In the event of a termination that the Lender forecloses upon the Property, then: (a) Tenant shall be bound to Lender, and Lender shall be bound to Tenant, under all of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession terms, covenants and conditions of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease Lease for the remainder balance of the term thereof (including all extension periods remaining, and any extensions or renewals thereof which have been or are hereafter exercised) upon may be effected in accordance with any option therefor contained in the Lease, with the same terms force and conditions effect as are set forth in if Lender were the Subleaseoriginal landlord under the Lease, except that Paragraph 3(b) below and the other provisions of this Agreement shall modify the Lease, and Subtenant Tenant does hereby agrees attorn to pay Lender as its landlord, said attornment to be effective and perform all self-operative without the execution of the obligations any further instruments; provided, however, that within twenty (20) days after receipt of Subtenant pursuant written request therefor from Lender, Tenant will execute and deliver to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound Lender any instrument or other documents reasonably requested by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereofLender to confirm Tenant’s attornment to Lender. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, (b) It is agreed that in the no event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not beLender: (1. ) be liable for any act or omission of any prior sublandlord landlord (including, without limitation, Tenantincluding Landlord), or for ; (2) be obligated to cure any fact, circumstance or condition existing defaults of any prior landlord (including Landlord) which occurred prior to the Ground Landlord’s succession in interestdate that Lender succeeded to the interest of such prior landlord under the Lease; provided that from and after the date Lender becomes owner of the Property, except Lender shall be obligated to cure any continuing default of the landlord under the Lease to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and default is capable of cure being cured by Ground LandlordLender; 2. liable for (3) be subject to any offsets or defenses which Tenant may be entitled to assert against any prior landlord (including Landlord) with respect to events occurring prior to the return of any security deposit or letter of credit unless the Ground Landlord is holding the samedate Lender succeeded to Landlord’s interest; 3. (4) be bound by any agreement of Annual Rent or other amounts paid by Tenant to any prior sublandlord landlord (including, without limitation, Tenantincluding Landlord) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition advance of the date that Lender succeeded to the then current month interest of such prior landlord under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord;Lease; or (5. ) be bound by any amendments amendment or modifications modification of the Sublease Lease or any supplemental agreement made without the prior written consent of the Ground LandlordLender, excepting amendments or modifications such consent not to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordbe unreasonably withheld. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIt is further agreed that (a) if any Mortgage shall be foreclosed, or if any Ground Lease be terminated, (i) the liability of the Mortgagee or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease shall exist only so long as such Mortgagee, purchaser or owner is the owner of the Building or the land on which the Building is located, and such liability shall not continue or survive after further transfer of ownership; and (ii) upon request of the Mortgagee, if the Mortgage shall be foreclosed, Tenant will attorn, as Tenant under this Lease, to the purchaser at any foreclosure sale under any Mortgage or upon request of the Ground Lessor, if any Ground Lease shall be terminated, Tenant will attorn as Tenant under this Lease to the Ground Lessor, and Tenant will execute such instruments as may be necessary or appropriate to evidence such attornment; (b) this Lease may not be modified or amended so as to reduce the Rent or shorten the Term provided hereunder, or so as to adversely affect in any other respect to any material extent the rights of Landlord or its successor, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the First Mortgagee; and (c) 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 a termination of the Ground Lease prosecution or the exercise by the Ground Landlord completion of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been such foreclosure proceeding. No Mortgagee or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become any purchaser at a direct lease between the Ground Landlord and Subtenant, and Ground Landlord foreclosure sale shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing Landlord which occurred prior to the Ground Landlord’s succession in interestsuch sale or conveyance, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject nor shall Tenant be entitled to any offsets, claims offset against or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision deduction from Rent due after such date by reason of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed Landlord prior to such date. Further, Tenant agrees that no Mortgagee shall be bound by the prepayment of Rent made in excess of thirty (30) days before the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordpayment is due. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, and if such superior Mortgagee or other purchaser or person taking title to the Building shall not disturb Tenant, Tenant shall be bound to such Successor Landlord 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 effected in accordance with any option therefor in the event of a termination of Lease, with the Ground Lease or same force and effect as if Successor Landlord were the exercise by landlord under the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesLease, Subtenant will and Tenant shall attorn to and recognize the Ground Landlord as Tenant's landlord under this Lease such Successor Landlord, as its sublandlord landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Sublease for Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the remainder of attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a commercially reasonable Non-Disturbance Agreement from the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth Successor Landlord. Such Non-Disturbance Agreement may be embodied in the SubleaseMortgagee's customary form of Subordination and Non-Disturbance Agreement if such form is commercially reasonable. If, and Subtenant hereby agrees after exerting diligent, commercially reasonable efforts, Landlord is unable to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become obtain a direct lease between the Ground Landlord and SubtenantNon-Disturbance Agreement from any such Mortgagee, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds have no further obligation to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations Tenant with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordthereto. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf a Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, in whether through possession or foreclosure action, or the event delivery of a termination new lease or deed, then at the request of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder successor landlord and upon such successor landlord’s written agreement to take possession of the Ground Leased Premisesaccept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Subtenant will attorn Tenant shall be deemed to have attorned to and recognize recognized such successor landlord as Landlord under this Lease. The provisions of this Article 32 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 (1) evidencing such attornment, (2) setting forth the Ground Landlord as its sublandlord under the Sublease for the remainder terms and conditions of the term thereof Tenant’s tenancy, and (including all extension periods which have been or are hereafter exercised3) upon the same containing such other terms and conditions as are set forth may be required by such Mortgagee, provided such terms and conditions do not increase the Rent, materially increase Tenant’s non-monetary obligations or materially and adversely affect Tenant’s rights under this Lease. Upon such attornment, this Lease shall continue in the Sublease, full force and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become effect as a direct lease between such successor landlord and Tenant upon all of the Ground Landlord terms, conditions and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as covenants set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord this Lease except that such successor landlord shall not be: 1. (i) liable for any act or omission of any prior sublandlord Landlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had such act or omission is a default under this Lease and continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission prior to said succession in interestsuch successor landlord); (ii) subject to any defense, such act claim, counterclaim, set-off or omission is continuing and is capable of cure by Ground offset which Tenant may have against Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. (iii) bound by any agreement prepayment of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition month’s Rent to any prior landlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the then current month under time such successor landlord succeeded to Landlord’s interest; (v) bound by any modification, amendment or renewal of this Lease made without the Sublease other than consent of any Mortgagee of which Tenant has been provided notice; or (vi) obligated to the extent that such prepayment is return any security deposit not actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordsuccessor landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, in the event of a termination of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take (a) If Mortgagee takes possession of the Ground Leased Premises or acquires or succeeds to the interest of Landlord under the Lease by reason of a foreclosure of the Mortgage, deed-in-lieu of foreclosure, or otherwise (collectively, a Foreclosure), Tenant is bound to Mortgagee and to any person purchasing at foreclosure or otherwise acquiring the interest of Landlord under the Lease as a result of a Foreclosure (Purchaser), under all of the provisions of the Lease, except as provided in this Agreement, for the balance of the Term with the same force and effect as if Mortgagee or Purchaser is Landlord. In such event, Tenant agrees to attorn to Mortgagee or to such Purchaser as landlord under the Lease and, upon receiving notice from Mortgagee as provided in item 6 of this Agreement, to make payments of all sums becoming due under the Lease directly to Mortgagee or to Purchaser. Said attornment and agreement are effective and self- operative without the execution of any further instruments (except for standard payment- authorization documents, including by way of example and not limitation, disclosures of beneficial interests and certificates of tax–and-employment-security compliance, that are required to be completed by parties receiving payments from state agencies) upon Mortgagee taking possession of the Premises or otherwise succeeding to the interests of Landlord under the Lease. Nevertheless, Tenant, Mortgagee, and Purchaser from time to time must execute and deliver such instruments evidencing such attornment and the provisions of item 2.(b) as Mortgagee, Purchaser, and Tenant may reasonably require. (b) From and after such attornment, Mortgagee or any Purchaser automatically is bound to Tenant under all the provisions of the Lease with the same force and effect as if originally entered between said parties without the execution of any further instruments; provided, however, Mortgagee or Purchaser are not: (i) liable for any act, omission, neglect, breach of obligation under the Lease, or Event of Default (as defined in the Lease) of any prior landlord (including Landlord) occurring before the date on which Mortgagee or Purchaser succeeds to the interest of Landlord in the Premises or obtains possession of the Premises, Subtenant will attorn to and recognize except as provided in item 2.(c) of this Agreement; provided, however, that following the Ground date of attornment, the foregoing does not limit Mortgagee's or Purchaser’s obligation as Landlord as its sublandlord under the Sublease for Lease to cure any continuing defaults of Landlord pursuant to the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are provisions set forth in the SubleaseLease, and Subtenant hereby agrees to pay and perform all notwithstanding that such defaults existed as of the obligations date of Subtenant pursuant attornment; (ii) subject to any offsets and defenses that Tenant may have against any prior landlord (including Landlord) except as provided in item 2.(c); provided that the Sublease and foregoing does not limit Tenant's right to assert against Mortgagee or Purchaser any offset, defense, or both, otherwise available to Tenant because of events occurring or continuing after the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be date of attornment; (iii) bound by any payment of any rent that Tenant may have made to any prior landlord (including Landlord) more than 30 days before the date such rent was first due and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord payable under the Sublease, Lease and that has not actually been delivered to Mortgagee or Purchaser; provided that Mortgagee and Purchaser are bound by any such prepayment of rent or other charge made more than 30 days in advance if such prepayment is the Ground Landlord shall not be: 1. liable result of the Comptroller of the Commonwealth of Massachusetts changing the rent-payment schedule for any act or omission of any prior sublandlord state agencies from payment in arrears (including, without limitation, Tenantas provided in certain state-agency Leases) to payment-in- advance for the current month (as provided in other state-agency Leases), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. (iv) liable for the return of any security deposit that Tenant may have paid to any prior landlord (including Landlord) unless such security deposit is actually delivered to Mortgagee or letter of credit unless the Ground Landlord is holding the samePurchaser; 3. (v) bound by any agreement modification or amendment of the Lease made after the date of this Agreement that reduces the rent, changes the Term, or otherwise materially changes the rights and obligations of Landlord, Mortgagee, or both under the Lease, or relieves Tenant of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations material obligation under the Sublease;Lease unless Landlord obtains Mortgagee’s prior written consent to such modification or amendment, or confirmation that Mortgagee’s consent is not required under any agreement between Mortgagee and Landlord; or 4. (vi) bound by any rentconsensual or negotiated surrender of the Premises or termination of the Lease, percentage rentin whole or in part, agreed upon between any prior landlord (including Landlord) and Tenant unless effected pursuant to the express provisions of the Lease, or additional rent which Subtenant may have prepaid for more than one with the Mortgagee's consent, or with confirmation that Mortgagee's consent is not required under any agreement between Mortgagee and Landlord. (1c) month in addition Notwithstanding anything to the then current month contrary contained in item 2.(b) or elsewhere in this Agreement, if Landlord commits an act or omission that, with the giving of notice, the passage of time, or both would constitute an Event of Default by Landlord under the Sublease other than to the extent that such prepayment Lease, Mortgagee or any Purchaser is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any and all claims, offsets, claims and defenses of Tenant arising from such act or defenses which Subtenant might have against any prior sublandlord (includingomission, without limitation, Tenant); 7. notwithstanding any other provision provided that Mortgagee receives notice of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any such act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior and is given an opportunity to the date on which Ground Landlord succeeds cure same (subject to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues Tenant's right to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained take emergency self-help action as provided in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in Lease) as required by this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiseAgreement.

Attornment. A. Subtenant agrees that, in the event of a termination of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take (a) If Mortgagee takes possession of the Ground Leased Premises or acquires or succeeds to the interest of Landlord under the Lease by reason of a foreclosure of the Mortgage, deed-in-lieu of foreclosure, or otherwise (collectively, a Foreclosure), Tenant is bound to Mortgagee and to any person purchasing at foreclosure or otherwise acquiring the interest of Landlord under the Lease as a result of a Foreclosure (Purchaser), under all of the provisions of the Lease, except as provided in this Agreement, for the balance of the Term with the same force and effect as if Mortgagee or Purchaser is Landlord. In such event, Tenant agrees to attorn to Mortgagee or to such Purchaser as landlord under the Lease and, upon receiving notice from Mortgagee as provided in item 6 of this Agreement, to make payments of all sums becoming due under the Lease directly to Mortgagee or to Purchaser. Said attornment and agreement are effective and self-operative without the execution of any further instruments (except for standard payment-authorization documents, including by way of example and not limitation, disclosures of beneficial interests and certificates of tax–and-employment-security compliance, that are required to be completed by parties receiving payments from state agencies) upon Mortgagee taking possession of the Premises or otherwise succeeding to the interests of Landlord under the Lease. Nevertheless, Tenant, Mortgagee, and Purchaser from time to time must execute and deliver such instruments evidencing such attornment and the provisions of item 2.(b) as Mortgagee, Purchaser, and Tenant may reasonably require. (b) From and after such attornment, Mortgagee or any Purchaser automatically is bound to Tenant under all the provisions of the Lease with the same force and effect as if originally entered between said parties without the execution of any further instruments; provided, however, Mortgagee or Purchaser are not: (i) liable for any act, omission, neglect, breach of obligation under the Lease, or Event of Default (as defined in the Lease) of any prior landlord (including Landlord) occurring before the date on which Mortgagee or Purchaser succeeds to the interest of Landlord in the Premises or obtains possession of the Premises, Subtenant will attorn to and recognize except as provided in item 2.(c) of this Agreement; provided, however, that following the Ground date of attornment, the foregoing does not limit Mortgagee's or Purchaser’s obligation as Landlord as its sublandlord under the Sublease for Lease to cure any continuing defaults of Landlord pursuant to the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are provisions set forth in the SubleaseLease, and Subtenant hereby agrees to pay and perform all notwithstanding that such defaults existed as of the obligations date of Subtenant pursuant attornment; (ii) subject to any offsets and defenses that Tenant may have against any prior landlord (including Landlord) except as provided in item 2.(c); provided that the Sublease and foregoing does not limit Tenant's right to assert against Mortgagee or Purchaser any offset, defense, or both, otherwise available to Tenant because of events occurring or continuing after the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be date of attornment; (iii) bound by any payment of any rent that Tenant may have made to any prior landlord (including Landlord) more than 30 days before the date such rent was first due and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord payable under the Sublease, Lease and that has not actually been delivered to Mortgagee or Purchaser; provided that Mortgagee and Purchaser are bound by any such prepayment of rent or other charge made more than 30 days in advance if such prepayment is the Ground Landlord shall not be: 1. liable result of the Comptroller of the Commonwealth of Massachusetts changing the rent-payment schedule for any act or omission of any prior sublandlord state agencies from payment in arrears (including, without limitation, Tenantas provided in certain state-agency Leases) to payment-in-advance for the current month (as provided in other state-agency Leases), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. (iv) liable for the return of any security deposit that Tenant may have paid to any prior landlord (including Landlord) unless such security deposit is actually delivered to Mortgagee or letter of credit unless the Ground Landlord is holding the samePurchaser; 3. (v) bound by any agreement modification or amendment of the Lease made after the date of this Agreement that reduces the rent, changes the Term, or otherwise materially changes the rights and obligations of Landlord, Mortgagee, or both under the Lease, or relieves Tenant of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations material obligation under the Sublease;Lease unless Landlord obtains Mortgagee’s prior written consent to such modification or amendment, or confirmation that Mortgagee’s consent is not required under any agreement between Mortgagee and Landlord; or 4. (vi) bound by any rentconsensual or negotiated surrender of the Premises or termination of the Lease, percentage rentin whole or in part, agreed upon between any prior landlord (including Landlord) and Tenant unless effected pursuant to the express provisions of the Lease, or additional rent which Subtenant may have prepaid for more than one with the Mortgagee's consent, or with confirmation that Mortgagee's consent is not required under any agreement between Mortgagee and Landlord. (1c) month in addition Notwithstanding anything to the then current month contrary contained in item 2.(b) or elsewhere in this Agreement, if Landlord commits an act or omission that, with the giving of notice, the passage of time, or both would constitute an Event of Default by Landlord under the Sublease other than to the extent that such prepayment Lease, Mortgagee or any Purchaser is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any and all claims, offsets, claims and defenses of Tenant arising from such act or defenses which Subtenant might have against any prior sublandlord (includingomission, without limitation, Tenant); 7. notwithstanding any other provision provided that Mortgagee receives notice of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any such act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior and is given an opportunity to the date on which Ground Landlord succeeds cure same (subject to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues Tenant's right to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained take emergency self-help action as provided in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in Lease) as required by this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiseAgreement.

Attornment. A. Subtenant agrees that, in If the event Lessor of a termination of the Ground Superior Lease or the exercise Holder of a Superior Mortgage shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights or other person having or acquiring title by the Ground Landlord virtue of any of its rights thereunder such foreclosure or termination (herein sometimes referred to take possession of the Ground Leased Premisesas “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Tenant’s attornment, Subtenant will Tenant shall attorn to and recognize the Ground such Successor Landlord as its sublandlord Tenant’s landlord under the Sublease this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment, so long as such instrument provides for the remainder nondisturbance of Tenant’s use and occupancy of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth Premises in the Sublease, absence of material default. Upon such attornment this Lease shall continue in full force and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become effect as a direct lease between the Ground Successor Landlord and SubtenantTenant upon all of the terms, conditions, and Ground Landlord shall be bound by and perform all obligations imposed by the Subleasecovenants in this Lease, except as set forth in Section III B hereof.follows: B. Notwithstanding (a) the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Successor Landlord shall not be: 1. be liable for any previous act or omission of Landlord under this Lease; (b) the Successor Landlord shall not be subject to any prior sublandlord offset (including, without limitation, Tenant), or unless expressly provided for any fact, circumstance or condition existing prior in this Lease) which shall have theretofore accrued to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Tenant against Landlord; 2. liable for (c) the return of any security deposit or letter of credit unless the Ground Successor Landlord is holding the same; 3. shall not be bound by any agreement previous modification of any prior sublandlord (includingthis Lease, without limitationunless expressly provided for in this Lease, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for previous prepayment of more than one (1) month month’s Base Rent, unless such modification or prepayment shall have been expressly approved in addition writing by 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 then current month rights of Landlord under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Except as hereinafter provided in this Section 20.2, Tenant shall and hereby agrees thatto 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. In particular, in the event of a termination of that any proceedings are brought for the Ground Lease or the exercise by the Ground Landlord foreclosure of any of its rights thereunder to take possession of the Ground Leased PremisesHotel Mortgage, Subtenant will Tenant shall attorn to the purchaser at any such foreclosure sale and recognize such purchaser as a Successor Landlord under this Agreement. Tenant agrees that neither the Ground Landlord as its sublandlord under purchaser at any such foreclosure sale nor the Sublease for the remainder foreclosing Mortgagee (other than a Mortgagee that is an Affiliate of the term thereof Landlord) shall (including all extension periods which a) have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable any liability for any act or omission of any prior sublandlord (including, without limitation, Tenant), Landlord occurring or for any fact, circumstance or condition existing arising prior to the Ground Landlord’s succession in interestearlier of the date of the foreclosure sale or the date such Mortgagee takes possession of the Leased Property, (b) be responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent Ground actually paid or delivered to the Successor Landlord), (c) be subject to any counterclaim, offsets or defenses which Tenant may have as a claim against Landlord had notice of such act occurring or omission arising prior to said succession in interestthe earlier of the date of the foreclosure sale or the date Mortgagee takes possession of the Leased Property, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. (d) be bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent advance rents which Subtenant may have prepaid been paid by Tenant to Landlord for more than one the current period in which such rents come due; provided, however, that notwithstanding the provisions of Section 14.3 hereof, the Landlord shall be personally liable and responsible to Tenant for the matters set forth in (1a) month in addition to the then current month under the Sublease other than through (d) above to the extent that such prepayment purchaser at any foreclosure sale or the foreclosing Mortgagee is actually received by the Ground Landlord; 5. not liable or responsible for, bound by any amendments by, or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsetssuch 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, claims (x) is not a Person which is an Affiliated Person of Tenant, (y) is not a Person or defenses an Affiliated Person of a Person which Subtenant might owns or 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 against any 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 business of the brand at issue, such as a mere limited partner in a partnership, a mere shareholder in a corporation or a mere payee of royalties based on a prior sublandlord (includingsale transaction, without limitationmay be a Successor Landlord. In the event Tenant is not required to attorn to a Successor Landlord as provided herein, Tenant); 7. notwithstanding any other provision of Tenant may terminate this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not pursue damages against such event, condition or circumstance continues to exist after such date of succession by Ground Successor Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatThis Lease may at Landlord's option, in be subordinate to any ground lease, mortgage, deed of trust or other hypothecation or security now or hereafter placed upon the event real property of which the Premises are a termination of the Ground Lease or the exercise by the Ground Landlord of part, and to any of its rights thereunder and all advances made on a security thereof, and to take all renewals, modifications, consolidations, replacements, and extensions thereof Notwithstanding such subordination, Tenant's right to quiet possession of the Ground Leased Premises, Subtenant will attorn to Premises shall not be disturbed if Tenant is not in default and recognize so long as Tenant shall pay the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms rent and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay observe and perform all of the obligations provisions of Subtenant this Lease, unless this Lease is otherwise terminated pursuant to the Sublease and the Sublease its terms. If any mortgagee, trustee or ground lessor shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds elect to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing have this Lease prior to the Ground Landlord’s succession in interestlien of its mortgage, except deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior to or subsequent to the extent Ground Landlord had notice date of such act said mortgage, deed of trust or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rentground lease, or additional rent which Subtenant may have prepaid for more than one (1) month in addition the date of recording thereof Tenant agrees to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by execute any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise and all documents required to initially constructeffectuate an attornment, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, subordination or to make any payments this lease subsequent to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations hen of any nature under mortgage, deed of trust or ground lease, as the Sublease or otherwise includingcase may be. Tenant's failure to execute such documents within ten (10) days after written demand by Landlord shall constitute a material default by Tenant hereunder, without limitationor, any warranties or representations regarding useat Landlord's option, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission Landlord shall execute such documents on behalf of Tenant or any other prior sublandlordas Tenant's attorney in fact. For that purpose, or any default on the part of Tenant or any other prior sublandlord under the Sublease)does hereby make, any condition or any circumstance which occurred or existed prior constitute and irrevocable appoint Landlord as Tenant's attorney in fact and in Tenant's name, place and stead, to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not execute such event, condition or circumstance continues to exist after such date of succession by Ground Landlorddocuments in accordance with this paragraph. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf any Mortgage shall be foreclosed, (i) the liability of the 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 obligations arising after said transfer shall not continue or survive after further transfer of ownership; and (ii) Tenant will attorn, as Tenant under this Lease, to the purchaser 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 a termination of the Ground Lease prosecution or the exercise by the Ground Landlord completion of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been such foreclosure proceeding. No Mortgagee or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become any purchaser at a direct lease between the Ground Landlord and Subtenant, and Ground Landlord foreclosure sale shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing Landlord which occurred prior to the Ground Landlord’s succession in interestsuch sale or conveyance, except nor shall Tenant be entitled to the extent Ground Landlord had notice any offset against or deduction from Rent due after such date by reason of such any act or omission of Landlord prior to said succession such date. Further, Tenant agrees that no Mortgagee shall be bound by the prepayment of Rent made in interestexcess of thirty (30) days before the date on which such payment is due, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit Security Deposit, unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordMortgagee. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, in Lender and Tenant agree that if Lender shall succeed to the event rights of Landlord under the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a termination deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Ground Property, the Lease shall not be terminated or the exercise by the Ground Landlord of any of its rights thereunder to take possession affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the Ground Leased Premisesterms, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms covenants and conditions as are set forth in the SubleaseLease, and Subtenant hereby in that event. Tenant agrees to pay attorn to Lender and perform all Lender agrees to accept such attornment; provided, however, that the provisions of the obligations Security Instrument shall govern with respect to the disposition of Subtenant any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the Sublease and provisions of the Sublease shall not terminate but Lease or to reimburse Tenant for any construction work done by Tenant (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become a direct lease between the Ground Landlord and Subtenantowner of the Property, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds or succeeded to the position rights of sublandlord Landlord under the SubleaseLease, the Ground Landlord shall not be: 1. liable or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale; (c) required to make any prior sublandlord (including, without limitation, Tenant)repairs to the Property or to the premises demised under the Lease required as a result of fire, or for other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs, and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs; (d) required to make any factcapital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, circumstance but had not completed, or condition existing to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the Ground Landlord’s succession date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in interestaccordance with the Lease, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure sums are actually received by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. Lender; (g) bound by any agreement payment of any prior sublandlord (includingrents, without limitation, Tenant) to provide a letter of credit additional rents or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent sums which Subtenant Tenant may have prepaid for paid more than one (1) month in addition advance to the then current month under the Sublease other than to the extent that any prior Landlord unless (i) such prepayment is sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by Lender; (h) bound to make any payment to Tenant which was required under the Ground Landlord; 5. bound by any amendments Lease, or modifications of the Sublease otherwise, to be made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenanttime Lender succeeded to Landlord’s exercise of the Extension Option interest (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, i) bound by any agreement in amending, modifying or terminating the Sublease lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest; or otherwise required to initially construct(j) bound by any assignment of the Lease or sublease of the Property, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceedsthereof, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed made prior to the date on which Ground Landlord succeeds time Lender succeeded to Landlord’s interest other than if pursuant to the position provisions of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, in In the event of a termination foreclosure of the Ground Lease now provided thereunder, it is agreed that notwithstanding the subordination of the Lease provided for herein, Tenant shall attorn to Lender or Purchaser and recognize Lender or Purchaser as Tenant’s landlord under the exercise by the Ground Landlord of any of its rights thereunder to take Lease, and so long as Tenant is in possession of the Ground Leased Premisespremises demised under the Lease and is not in default under any of the terms, Subtenant will attorn to covenants and conditions of the Lease beyond any applicable grace or cure period, Lender or Purchaser shall recognize the Ground Landlord and accept Tenant as its sublandlord under tenant thereunder, whereupon the Sublease for the remainder Lease shall continue, without further agreement (but with prior notice to Tenant of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms identity and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all notice information of the obligations new Landlord, which notice shall be binding on the prior Landlord without Tenant having the obligation to verify the accuracy of Subtenant pursuant to the Sublease such notice), in full force and the Sublease shall not terminate but shall become effect as a direct lease between Lender or Purchaser and Tenant for the Ground Landlord remaining term thereof, together with all extensions and Subtenantrenewals now provided thereunder, upon the same terms, covenants and conditions as therein provided, subject to the provisions contained in Section 4 and Section 8 below, and Ground Landlord Tenant shall be bound by thereafter make all rent payments directly to either Lender or Purchaser, as the case may be, subject to the limitations and perform all obligations imposed by the Sublease, except as set forth other provisions contained in Section III B hereof. B. Notwithstanding the provisions of 4 and Section III A hereof, Subtenant 8 below. Landlord hereby agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord that such payments shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, satisfy Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except rent obligations to the extent Ground Landlord had notice of such act or omission prior payments made to said succession in interest, Lender. Landlord hereby irrevocably authorizes and directs Tenant to make the foregoing payments to Lender upon such act or omission is continuing notice and is capable demand without the need to inquire of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition as to the then current month under the Sublease other than to the extent that validity of such prepayment is actually received by the Ground Landlord; 5. bound by notice or any amendments contrary notice or modifications of the Sublease made without the prior written consent of the Ground direction from Landlord, excepting amendments or modifications and hereby releases and discharges Tenant of and from all liability to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or Landlord on account of any such payments. Such attornment as provided herein shall be self-operative without further aid or in connection with any execution of further instruments by parties to this Agreement, immediately upon Lender or Purchaser succeeding to the foregoing; 9. liable for or incur any obligations with respect to any breach interest of warranties or representations of any nature Landlord under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Grantee hereby acknowledges and agrees that, that the liens granted herein are subject to the rights of certain lessees under the Leases as disclosed in the event Credit Agreement and will be subject to the rights of a termination lessees under any Leases entered into by Grantor after the date hereof which are permitted as Permitted Real Estate Liens pursuant to the Credit Agreement, subject to the express rights contained in the applicable Lease. The rights of the Ground Lease or tenants under the Leases to the leased premises shall not be adversely affected by the exercise by the Ground Landlord Grantee of any of its rights thereunder to take possession hereunder, nor shall any such tenant be in any way deprived of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord rights under the Sublease for applicable Lease except in accordance with the remainder terms of such Lease. In the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant event that Grantee succeeds to the Sublease and the Sublease interest of Grantor under a Lease, such Lease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Grantee or pursuant to the judgment of any court in Section III B hereof. B. Notwithstanding an action to enforce the provisions remedies provided for in this Deed shall be made subject to such Lease and the rights of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord such tenant expressly set forth thereunder. If Grantee succeeds to the position interests of sublandlord Grantor in and to the applicable leased premises or under the Subleasesuch Lease or enters into possession of such leased premises, the Ground Landlord Grantee, and such tenants, shall not be: 1. liable for any act or omission be bound to each other under all of any prior sublandlord (includingthe express terms, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice covenants and conditions of such act or omission prior to said succession in interestLease, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement Grantee was originally the Grantor as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiselessor thereunder.

Attornment. A. Subtenant agrees thatTenant must, in the event of a termination sale, transfer or assignment by Landlord of the Ground Lease Building or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or of this Lease, or in the event any improvement proceedings are brought for the foreclosure of any Mortgage (as hereinafter defined) or in the event of an exercise of the power of sale under any Mortgage, attorn to and recognize such transferee, purchaser or Mortgagee (as hereinafter defined) as Landlord under this Lease, and promptly execute and deliver any instrument that such successor Landlord may reasonably request to evidence such attornment provided Tenant's occupancy is not disturbed and such purchaser, transferee or assignee (other than for security purposes) assumes Landlord's obligations under this Lease. Upon such attornment, this Lease or such parts thereof to which the successor Landlord succeeded, 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 and as are relevant to such interest. Notwithstanding the above, as to the Mortgagee or to indemnify Subtenant a purchaser at a foreclosure or other sale under the Mortgage, such successor Landlord is not (a) liable for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any previous act or omission of Landlord, (b) subject to any offset which theretofore may have accrued to Tenant against Landlord, (c) bound by any previous modification of this Lease or by any other prior sublandlordprevious prepayment of more than one month's rent, unless such modification or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prepayment was made prior to the date on making of such Mortgage or was expressly approved in writing by the Mortgagee through which Ground the successor Landlord succeeds succeeded to the position rights of sublandlord Landlord under the Subleasethis Lease, regardless of whether or (d) liable for any security deposits not actually received in cash by such event, condition or circumstance continues to exist after such date of succession by Ground successor Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf, and so long as this Lease is in full force and effect, then, subject to the event of a termination terms of the Ground applicable SNDA: (a) this Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premisesshall remain in full force, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord notwithstanding (i) a default under the Sublease for mortgage by Landlord, (ii) failure of Landlord to comply with this Lease, provided such mortgagee cures such non-compliance within the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are time requirements set forth in the SubleaseSNDA, (iii) a defense to which Tenant might be entitled against Landlord under this Lease, subject to the duty of the mortgagee to remedy, cure or mitigate, all if and to the extent provided in the SNDA or (iv) any bankruptcy or similar proceedings with respect to Landlord, if and to the extent provided in the SNDA; (b) if any such mortgagee shall become possessed of the Premises, Tenant shall be obligated to such mortgagee to pay to it the rentals and other charges due hereunder and thereafter comply with all the terms of this Lease so long as all Landlord defaults have been cured as required herein, if and to the extent provided in the SNDA and (c) if any mortgagee or purchaser, at a private or public sale shall become possessed of the Premises, Tenant shall, without charge, attorn to such mortgagee or purchaser as its landlord under this Lease so long as all Landlord defaults have been cured as required herein, if and to the extent provided in the SNDA. Tenant agrees that in the event Landlord is in default under this Lease, any mortgagee or trustee under a deed of trust of Landlord's interest in the Premises shall be permitted (but not required) to enter the Premises for the purpose of correcting or remedying such default, and Subtenant hereby Tenant agrees to pay accept performance by such mortgagee or trustee in lieu of performance by Landlord, if and perform all of the obligations of Subtenant pursuant to the Sublease and extent timely performed as provided in the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant SNDA. Tenant further agrees that, in from and after written notice from Landlord of the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission name and address of any prior sublandlord (includingmortgagee or trustee, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had Tenant will contemporaneously deliver notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims such mortgagee or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision trustee of a default by Landlord under this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, in If the event of a termination Lease or Sublandlord's right to possession thereunder terminates for any reason prior to expiration of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesSublease, Subtenant will agrees, at the written election of Landlord, to attorn to Landlord upon the then executory terms and recognize the Ground Landlord as its sublandlord under conditions of the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in of the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in . In the event the Ground of any such election by Landlord, Landlord succeeds will not be (a) liable for any rent paid by Subtenant to the position of sublandlord under the SubleaseSublandlord more than one month in advance, the Ground or any security deposit paid by Subtenant to Sublandlord, unless same has been transferred to Landlord shall not be: 1. by Sublandlord; (b) liable for any act or omission of Sublandlord under the Lease, Sublease or any prior sublandlord (including, without limitation, Tenant), other agreement between Sublandlord and Subtenant or for any fact, circumstance or condition existing default of Sublandlord under any such documents which occurred prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications effective date of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option attornment; (as defined in the Sublease); 6. c) subject to any offsets, claims defenses or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies offsets that Subtenant may have against Tenant Sublandlord which arose prior to the effective date of the attornment; (d) bound by any changes or modifications made to the Sublease without the written consent of Landlord; (e) obligated in any manner with respect to the transfer, delivery, use or condition of any furniture, equipment or other personal property in the Sublet Premises which Sublandlord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the Subtenant during the term of the Sublease; or (f) liable for the payment of any improvement allowance, or any other payment, credit, offset or amount due from Sublandlord to Subtenant under the Sublease. If Landlord does not elect to have Subtenant attorn to Landlord as described above, the Sublease and all rights of Subtenant in the Sublet Premises shall terminate upon the date of termination of the Lease or otherwiseSublandlord’s right to possession thereunder. It is all parties' expressed intent that, should the Lease terminate for any reason whatsoever, including the voluntary surrender of same by Sublandlord and the acceptance thereof by Landlord, then the Sublease shall terminate. This provision is entered into with full knowledge of the case of Xxxxxxx x. Xxxxxx (1912) 19 Xxx.Xxx. 755, and it is the parties' express intent that the holding of Xxxxxxx and similar cases shall not apply to the Sublease. The terms of this Section 9 supercede any contrary provisions in the Sublease.

Attornment. A. Subtenant agrees that, in the event of a termination of the Ground (a) If Landlord assigns this Lease or the exercise rents hereunder to a creditor as security for a debt, Tenant shall, after notice of such assignment and upon demand by Landlord or the Ground assignee, pay all sums thereafter becoming due Landlord hereunder both to Landlord and such assignee. Tenant shall also, upon receipt of such notice, have all policies of insurance required hereunder endorsed so as to protect the assignee's interest as it may appear and shall deliver such policies, or certificates thereof, to the assignee. (b) If, at any time during the term of this Lease, the Landlord of the leased premises shall be the holder of a leasehold estate covering premises which include the leased premises, and if such leasehold shall terminate or be terminated for any reason, or if, at any time during the term of its rights thereunder Lease a mortgage to take possession which this Lease is subordinate shall be foreclosed, Tenant agrees at the election and upon demand of any owner of the Ground Leased Premisespremises which include the leased premises, Subtenant will attorn or of any mortgagee in possession thereof, or of any holder of a leasehold thereafter affecting premises which include the leased premises, or of any purchaser at foreclosure, to attorn, from time to time, to any such owner, mortgagee, holder or purchaser upon the terms and recognize the Ground Landlord as its sublandlord under the Sublease conditions set forth herein for the remainder of the term thereof (including demised in this Lease. Provided however, that Tenant shall not be obligated to attorn unless, if Tenant shall so request in writing, such holder, owner, mortgagee or purchaser shall execute and deliver to Tenant an instrument wherein said holder, owner, mortgagee or purchaser agrees that so long as Tenant performs all extension periods which have been or are hereafter exercised) upon the same terms terms, covenants and conditions as are set forth in the Subleaseof this Lease, and Subtenant hereby agrees on Tenant's part to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenantbe performed, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding Tenant's possession under the provisions of Section III A hereofthis Lease shall not be disturbed by such holder, Subtenant owner, mortgagee or purchaser. (c) The foregoing provisions shall inure to the benefit of any such owner, mortgagee, holder or purchaser and shall apply notwithstanding that this Lease may terminate upon the termination of any such leasehold estate or upon such foreclosure, and shall be self-operative upon any such demand, without requiring any further instrument to give effect to such provisions. Tenant, however upon demand of any such owner, mortgagee, holder or purchaser, agrees thatto execute, from time to time an instrument in confirmation of the foregoing provisions, satisfactory to any such owner, mortgagee, holder or purchaser, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord which Tenant shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of acknowledge such act or omission prior to said succession in interest, such act or omission is continuing attornment and is capable of cure by Ground Landlord; 2. liable set forth herein and shall apply for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications remainder of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth term originally demised in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiseLease.

Attornment. A. Subtenant agrees that, in If the event interest of a termination Landlord under the Port Authority Ground Lease is transferred (or surrendered or terminated) to Mortgagee by reason of Landlord’s default under the Mortgage or by reason of assignment of the Port Authority Ground Lease (or any similar device) in lieu of transfer (or surrender or termination or deed in lieu of foreclosure or other similar device) following Landlord’s default, Mortgagee shall recognize Tenant as the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord Tenant under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms Lease and conditions as are set forth in the Sublease, Mortgagee and Subtenant hereby agrees Tenant shall be bound to pay and perform each other under all of the obligations terms, covenants and conditions of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, Lease (except as set forth in Section III B paragraph 3 hereof. B. Notwithstanding ) for the provisions balance of Section III A hereofthe term thereof and for any extensions or renewals thereof that are effected in accordance with the Lease, Subtenant agrees thatwith the same effect as if Mortgagee were the Landlord under the Lease, in such recognition and attornment to be effective as of the event the Ground Landlord time Mortgagee succeeds to the position interest of sublandlord Landlord under the SubleasePort Authority Ground Lease, without the Ground Landlord execution of any further agreement. However, Tenant agrees, at its own expense, to execute and deliver, at any time and from time to time upon request of Mortgagee, any agreement reasonably satisfactory to Tenant that may reasonably be necessary or appropriate to evidence such attornment and recognition provided that such agreement does not diminish any of Mortgagee’s obligations or increase any of Tenant’s obligations or adversely affect any of Tenant’s rights. Failure of Tenant to so execute any such an agreement shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of vitiate such act or omission prior to said succession in interest, such act or omission is continuing attornment and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordrecognition. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, in the event of a termination of the Ground (a) If Landlord assigns this Lease or the exercise rents hereunder to a creditor as security for a debt, Tenant shall, after notice of such assignment and upon demand by Landlord or the Ground assignee, pay all sums thereafter becoming due landlord hereunder both to Landlord and such assignee. Tenant shall also, upon receipt of such notice, have all policies of insurance required hereunder endorsed so as to protect the assignee's interest as it may appear and shall deliver such policies, or certificates thereof, to the assignee. (b) If, at any time during the term of this Lease, the Landlord of the leased premises shall be the holder of a leasehold estate covering premises which include the leased premises, and if such leasehold shall terminate or be terminated for any reason, or if, at any time during the term of its rights thereunder Lease a mortgage to take possession which this Lease is subordinate shall be foreclosed, Tenant agrees at the election and upon demand of any owner of the Ground Leased Premisespremises which include the leased premises, Subtenant will attorn or of any mortgage in possession thereof, or of any holder of a leasehold thereafter affecting premises which include the leased premises, or of any purchaser at foreclosure, to attorn, from time to time, to any such owner, mortgagee, holder or purchaser upon the terms and recognize the Ground Landlord as its sublandlord under the Sublease conditions set forth herein for the remainder of the term thereof demised in this Lease. Provided, however, that Tenant shall not be obligated to attorn unless, if Tenant shall so request in writing, such holder, owner, mortgagee or purchaser shall execute and deliver to Tenant an instrument (including the "Non-Disturbance Agreement") wherein said holder, owner, mortgagee or purchaser agrees that so long as Tenant performs all extension periods which have been or are hereafter exercised) upon the same terms terms, covenants and conditions as are set forth in the Subleaseof this Lease, and Subtenant hereby agrees on Tenant's part to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenantbe performed, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding Tenant's possession under the provisions of Section III A hereofthis Lease shall not be disturbed by such holder, Subtenant owner, mortgagee or purchaser. (c) The foregoing provisions shall inure to the benefit of any such owner, mortgagee, holder or purchaser and shall apply notwithstanding that this Lease may terminate upon the termination of any such leasehold estate or upon such foreclosure, and shall be self-operative upon any such demand, without requiring any further instrument to give effect to such provisions. Tenant, however, upon demand of any such owner, mortgagee, holder and purchaser, agrees thatto execute, from time to time an instrument in confirmation of the foregoing provisions, satisfactory to any such owner, mortgagee, holder or purchaser, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord which Tenant shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of acknowledge such act or omission prior to said succession in interest, such act or omission is continuing attornment and is capable of cure by Ground Landlord; 2. liable set forth herein and shall apply for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications remainder of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth term originally demised in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiseLease.

Attornment. A. Subtenant agrees thatFor the purposes of this Section, in the event term "Successor ---------- Landlord" shall mean the 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 termination new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease by virtue of having purchased the Ground Lease or Land and the exercise by Building at a foreclosure sale. The Successor Landlord shall accept Tenant's attornment, assume Landlord's obligations under the Ground Landlord of any of its rights thereunder to take Lease, and shall not disturb Tenant's quiet possession of the Ground Leased Premises, Subtenant will . Tenant shall attorn to and recognize the Ground such Successor Landlord as its sublandlord Tenant's Landlord under this Lease 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 direct lease between the Sublease for the remainder Successor Landlord and Tenant upon all of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms terms, conditions and conditions covenants as are set forth in this Lease except that the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Successor Landlord shall not: (i) be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any previous act or omission of Landlord under this Lease except that Tenant may terminate the Lease if the Successor Landlord fails to cure any continuing breach of this Lease caused by the Landlord's prior sublandlord acts or omissions within a reasonable period of time; (includingii) be subject to any offset, without limitationdeficiency or defense which theretofore shall have accrued to Tenant against Landlord; (iii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month's Base Rent, Tenant)unless such modification or prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee whose name and address shall previously have been furnished to Tenant and through or by reason of which the Successor Landlord shall have succeeded to the 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 factcasualty 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 any lien, circumstance right, power or condition existing prior to the Ground Landlord’s succession in interest, except to if any, which may have arisen or intervened in the extent Ground Landlord had notice period between the recording of such act any Superior Mortgage and the execution of this Lease or omission prior to said succession in interest, such act any lien or omission is continuing and is capable judgment which may arise at any time under the terms of cure by Ground Landlord; 2. this Lease; or (vi) be liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition was not actually transferred to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Successor Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thata. If Lender or any receiver appointed at Lender's request exercises its right pursuant to the Security Instruments to receive the rents payable by Tenant under the Lease, in neither Lender nor such receiver shall thereby become obligated to Tenant for the event of a termination of the Ground Lease or the exercise by the Ground Landlord performance of any of the terms, covenants, conditions and agreements of Landlord under the Lease, unless and until Lender forecloses upon, or accepts from Landlord a deed in lieu of foreclosure upon, the Premises and Lender exercises its rights thereunder option of attornment as provided below. Landlord and Tenant agree that Tenant shall make the payments to take possession be made by Tenant under the Lease to Lender or such receiver, as the case may be, upon receipt of written notice of the Ground Leased exercise of such rights, and Tenant agrees not to prepay any sums payable by Tenant under the Lease. Such receipt of rent by any other Lender or such receiver shall not relieve Landlord of its obligations under the Lease, and Tenant shall continue to look to Landlord only for performance thereof unless and until Lender forecloses upon, or accepts from Landlord a deed in lieu of foreclosure upon, the Premises and Lender exercises its option of attornment as provided below. b. If the interest of Landlord shall be acquired by Lender or its nominee, whether by foreclosure or deed in lieu of foreclosure upon the Premises, Subtenant will attorn it is agreed that, AT THE OPTION OF LENDER, ITS NOMINEE OR SUCH OTHER PURCHASER, which option shall be exercised by written notice to Tenant prior to or upon the effective date of such succession. Tenant shall be bound to Lender or its nominee or such other purchaser under all the terms, covenants and recognize conditions of the Ground Landlord as its sublandlord under the Sublease Lease for the remainder balance of the term thereof (including all extension periods remaining, and any extensions or renewals thereof which have been or are hereafter exercised) upon may be effected in accordance with any option therefor contained in the Lease, with the same terms force and conditions effect as are set forth in if said Lender or its nominee or such other purchaser were the Subleaselandlord under the Lease, said attornment to be effective and Subtenant hereby agrees to pay and perform all self-operative without the execution of any other instruments on the obligations part of Subtenant pursuant either party hereto immediately upon Lender's or its nominee's or such other purchaser's succeeding to the Sublease and interest of Landlord under the Sublease Lease. Tenant hereby. agrees that Lender or its nominee or such other purchaser shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act responsible or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to for any claim for indemnification default under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed Lease occurring prior to the date on which Ground Landlord succeeds time Lender or its nominee or such other purchaser obtains title to the position estate owned by Landlord and is entitled to actual, unrestricted possession of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordPremises. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, in If the event of a termination Lease or Tenant’s right to possession thereunder terminates for any reason prior to expiration of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesSublease, Subtenant will attorn agrees, at the written election of Landlord, to attar to Landlord upon the then executory terms and recognize the Ground Landlord as its sublandlord under conditions of the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in In the event the Ground of any such election by Landlord, Landlord succeeds will not be (a) liable for any rent paid by Subtenant to the position of sublandlord under the SubleaseTenant more than one month in advance, the Ground or any security deposit paid by Subtenant to Tenant, unless same has been transferred to Landlord shall not be: 1. by Tenant; (b) liable for any act or omission of Tenant under the Lease, Sublease or any prior sublandlord (including, without limitation, Tenant), other agreement between Tenant and Subtenant or for any fact, circumstance or condition existing prior default of Tenant under any such documents which occurred poor to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications effective date of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. adornment; subject to any offsets, claims defenses or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies offsets that Subtenant may have against Tenant which arose prior to the effective date of the adornment; (d) bound by any changes or modifications made to the Sublease without the written consent of Landlord; (e) obligated in any manner with respect to the transfer, delivery, use or condition of any furniture, equipment or other personal property in the Sublet Premises which Sublandlord agreed would be transferred to Subtenant or which Tenant agreed could be used by the Subtenant during the term of the Sublease; or (f) liable for the payment of any improvement allowance, or any other payment, credit, offset or amount due from Tenant to Subtenant under the Sublease. If Landlord does not elect to have Subtenant adorn to Landlord as described above, the Sublease and all rights of Subtenant in the Sublet Premises shall terminate upon the date of termination of the Lease or otherwiseTenant’s right to possession thereunder. The terms of this Section 2.08 supersede any contrary previsions in the Sublease.

Attornment. A. Subtenant Tenant agrees that, in the event of a termination of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize Lender if Lender acquires title to the Ground Landlord as its sublandlord Premises by foreclosure or otherwise, or to any third party who acquires title to the Premises at a foreclosure sale under the Sublease for Deed of Trust (such lender or purchaser being referred to in this agreement as the remainder of “New Landlord” and the term thereof (including all extension periods date on which have been or are hereafter exercisedNew Landlord acquires title to the Premises being referred to herein as the “Attornment Date”) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform each case under all of the terms, conditions, and covenants of the Lease; provided, however, that a. Tenant shall be under no obligation to pay rent or render any performance to the New Landlord until it has received notice (in the manner provided in the Lease) of its obligation to do so from New Landlord, together with a copy of New Landlord’s title insurance policy or other satisfactory evidence of title. b. New Landlord must assume all obligations under the Lease arising after the Attornment Date. c. From and after the Attornment Date, the respective rights and obligations of Subtenant pursuant Tenant and New Landlord will be as provided in the Lease, which is incorporated in this Agreement by reference, except that: (1) New Landlord will not be liable for nonpayment or nonperformance by any prior landlord of Lease obligations arising prior to the Sublease and Attornment Date, or for damages resulting from any prior landlord’s act or omission which occurred prior to the Sublease shall Attornment Date, except that: (a) Tenant will be entitled to utilize any rent reduction, offset, credit or holdback rights available to Tenant under the Lease to recover the cost of curing any such default of a prior landlord; (b) New Landlord will be obligated to remedy any non-monetary default by any prior landlord (such as, for example, a failure to repair) that continues unremedied after the Attornment Date. (2) New Landlord will not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed any rent paid in advance by Tenant to any prior landlord for more than the Sublease, except as set forth in Section III B hereofcurrent month. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground (3) New Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall will not be: 1. be liable for any act or omission of security deposit paid by Tenant to any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interestlandlord, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is paid been actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications credited to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground New Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Tenant hereby agrees that, that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord in the event of a termination respect of the Ground land and the buildings governed by this Lease or the exercise by the Ground Landlord upon any foreclosure of any Mortgage upon such land or buildings or upon the execution of its rights thereunder any deed in lieu of foreclosure in respect to take possession such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the terms of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease this Lease for the remainder duration of the term of this Lease. Tenant’s attornment shall be effective and self-operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof (including all extension periods which have been to Tenant. If requested, Tenant shall execute and deliver an instrument or are hereafter exercised) upon the same terms and conditions instruments confirming its attornment as are set forth in the Subleaseprovided for herein; provided, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenanthowever, and Ground Landlord that no such Mortgagee or successor-in-interest shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions any payment of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid Base Rent for more than one (1) month in addition advance, or any amendment or modification of this Lease made without the express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, nor for the return of any sums which Tenant may have paid to the then current month Landlord under the Sublease other than this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such prepayment is sums are actually received delivered by the Ground Landlord; 5Landlord to Mortgagee. bound If Mortgagee, by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications succeeding to the Sublease that are made consistent with interest of Landlord under this Lease, should become obligated to perform the terms covenants of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsetsLandlord hereunder, claims or defenses which Subtenant might have against any prior sublandlord (includingthen, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitationupon, any warranties or representations regarding usefurther transfer of Landlord’s interest by Mortgagee, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not all such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement obligations shall terminate as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiseMortgagee.

Attornment. A. Subtenant agrees that, If Lender succeeds to Landlord’s interest in the event Lease, Tenant will be bound to Lender according to the Lease for the balance of the term of the Lease and any extension of the Lease as if Lender were the Landlord under the Lease, and Tenant will attorn to Lender as its Landlord, immediately upon Lender’s succeeding to the interest of Lardlord under the Lease; and Tenant will be obligated to pay rent to Lender upon Tenant’s receipt of written notice from Lender that it has succeeded to the interest of Landlord in the Lease Subject to Paragraph 4, upon such attornment the rights and obligations of Tenant and Lender will be the same as they would have been if Lender had been landlord under the Lease. Notwithstanding the terms of this Paragraph 3, Tenant will be obligated to pay rent directly to Lender prior to Lender’s succeeding to Landlord’s interest in the Lease upon the earlier of Tenant’s receipt of a termination copy of (a) notice from Lender to Tenant that Landlord is in default under the terms and conditions of the Ground Note evidencing the Loan and/or the loan instruments securing same and that Landlord has failed to cure said default within the cure period permitted and instructing Tenant to pay all rents under the Lease to Lender from and after said notice, by virtue of the authority herein and in the Assignment of Rents and Leases recorded at O.R. Book , Page , Public Records of Pinellas County, Florida; (b) an order of sequestration in favor of Lender; or the exercise by the Ground Landlord (c) notice of any of its rights thereunder to take Lender having taken possession of the Ground Leased Premises, Subtenant will attorn to Premises either by consent or by the appointment of a receiver. Tenant is hereby expressly authorized and recognize the Ground directed by Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay in accordance with this Paragraph 3 any and perform all of the obligations of Subtenant amounts due Landlord pursuant to the Sublease Lease to Lender or such nominee as Lender may designate in writing delivered to and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenantreceived by Tenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission said Tenant being expressly relieved of any prior sublandlord (includingand all duty, without limitation, Tenant), liability or for any fact, circumstance or condition existing prior obligation to the Ground Landlord’s succession Landlord in interest, except to the extent Ground Landlord had notice respect of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any all payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordso made. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Subject to the non-disturbance provisions set forth in Section 20.2, Tenant hereby agrees that, that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord in the event of a termination respect of the Ground land and the buildings governed by this Lease or the exercise by the Ground Landlord upon any foreclosure of any Mortgage upon such land or buildings or upon the execution of its rights thereunder any deed in lieu of foreclosure in respect to take possession such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the terms of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease this Lease for the remainder duration of the term of this Lease. Tenant’s attornment shall be effective and self-operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof (including all extension periods which have been to Tenant. If requested, Tenant shall execute and deliver an instrument or are hereafter exercised) upon the same terms and conditions instruments confirming its attornment as are set forth in the Subleaseprovided for herein; provided, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenanthowever, and Ground Landlord that no such Mortgagee or successor- in-interest shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions any payment of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid Base Rent for more than one (1) month in addition advance, or any amendment or modification of this Lease made without the express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, nor for the return of any sums which Tenant may have paid to the then current month Landlord under the Sublease other than this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such prepayment is sums are actually received delivered by the Ground Landlord; 5Landlord to Mortgagee. bound If Mortgagee, by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications succeeding to the Sublease that are made consistent with interest of Landlord under this Lease, should become obligated to perform the terms covenants of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsetsLandlord hereunder, claims or defenses which Subtenant might have against any prior sublandlord (includingthen, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitationupon, any warranties or representations regarding usefurther transfer of Landlord’s interest by Mortgagee, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not all such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement obligations shall terminate as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiseMortgagee.

Attornment. A. Subtenant agrees thatTenant covenants and agrees, in the event any proceedings are brought for the foreclosure of any mortgage or trust deed to which this Lease is subject and subordinate, or in the event of a termination of any lease to which this Lease may become subordinate, or if the Ground Building be sold pursuant to any mortgage or trust deed to which this Lease is subject and subordinate, to attorn to the purchaser upon any foreclosure sale or trustee's sale, or the exercise lessor upon any such termination of such ground lease, if so required by the Ground purchaser, grantee by conveyance in lieu of foreclosure, or lessor, and to recognize the purchaser, grantee or lessor, as the case may be, as the landlord under this Lease, provided such purchaser, grantee or lessor agrees in writing to be bound to Tenant as landlord hereunder with respect to liabilities and obligations of Landlord under this Lease accruing after such sale or conveyance. Tenant agrees to execute and deliver at any time and from time to time, upon the request of Landlord or of any holder(s) of any of its the indebtedness or other obligations secured by any mortgage or deed of trust, or any lessor under a ground lease, referred to in the preceding sentence, any instrument or certificate which may be reasonably appropriate and requested in any foreclosure or termination proceeding or otherwise to evidence the foregoing attornment, provided Tenant has been furnished the non-disturbance agreement specified in Paragraph 24.1 or Paragraph 24.2, as appropriate, and provided that such instrument or certificate would not create obligations on Tenant in addition to Tenant's obligations, impair Tenant's rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord or interests under the Sublease provisions of this Lease. Provided the provisions hereof for the remainder furnishing of non-disturbance agreements are complied with and such agreements are being performed Tenant further waives the term thereof (including all extension periods provisions of any statute or rule of law, now or hereafter in effect, which have been may give or are hereafter exercised) upon the same terms purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, Tenant hereunder in the event the Ground Landlord succeeds to the position of sublandlord under the Subleaseany foreclosure proceeding is brought, the Ground Landlord or trustee's sale occurs, or ground lease is terminated, and agrees that this Lease shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable be affected in any way under whatsoever by any foreclosure proceeding, trustee's sale or with respect to any claim for indemnification termination of ground lease, unless the holder(s) of the indebtedness or other obligations secured by the mortgage or trust deed, or lessor under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord ground lease shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or declare otherwise.

Attornment. A. Subtenant agrees that, Notwithstanding anything to the contrary contained in the event Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in lieu of a termination judicial or nonjudicial foreclosure of the Ground Lease or Mortgage, Tenant agrees, for the exercise by benefit of New Owner and effective immediately and automatically upon the Ground Landlord occurrence of any of its rights thereunder such transfer, that: (a) Tenant shall pay to take possession New Owner all rental payments required to be made by Tenant pursuant to the terms of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease Lease for the remainder of the term thereof Lease term; (including all extension periods which have been or are hereafter exercisedb) upon the same terms and conditions as are set forth Tenant shall be bound to New Owner in the Sublease, and Subtenant hereby agrees to pay and perform accordance with all of the obligations provisions of Subtenant pursuant the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its landlord, such attornment to be effective and self-operative without the Sublease and the Sublease execution of any further instrument; (d) New Owner shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission default of any prior sublandlord (landlord under the Lease, including, without limitation, Tenant)Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses are specifically set forth in the Lease and arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (f) New Owner shall not be liable for any fact, circumstance or condition existing prior obligations of landlord arising under the Lease following any subsequent transfer of the title to the Ground leased premises by New Owner; (g) New Owner shall not be bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord’s succession in interest), except to the extent Ground Landlord had notice actually received by New Owner; or (h) New Owner shall not be bound by any amendment or modification of such act the Lease made without New Owner’s prior written consent; and (i) New Owner shall not be bound by or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable responsible for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is not actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordNew Owner. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant If, and so long as this Lease is in full force and effect, then at the option of the mortgagee: (a) this Lease shall remain in full force, notwithstanding (i) a default under the mortgage by Landlord, (ii) failure of Landlord to comply with this Lease, (iii) a defense to which Tenant might be entitled against Landlord under this Lease, or (iv) any bankruptcy or similar proceedings with respect to Landlord, (b) if any such mortgagee shall become possessed of the Premises, Tenant shall be obligated to such mortgagee to pay to it the rentals and other charges due hereunder and to thereafter comply with all the terms of this Lease, and (c) if any mortgagee or purchaser, at a private or public sale shall become possessed of the Premises, Tenant shall, without charge, attorn to such mortgagee or purchaser as its landlord under this Lease. Tenant agrees that in the event Landlord is in default under this Lease, any mortgagee or trustee under a deed of trust of Landlord's interest in the Premises shall be permitted (but not required) to enter the Premises for the purpose of correcting or remedying such default, and Tenant agrees to accept performance by such mortgagee or trustee in lieu of performance by Landlord. Tenant further agrees that, in from and after written notice from Landlord of the event name and address of any mortgagee or trustee, Tenant will deliver notice to any such mortgagee or trustee of a default by Landlord under the Lease. Notwithstanding any provision of this Lease, Tenant agrees that no termination of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been abatement or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act reduction or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, amounts under this Lease shall be effective unless and until such mortgagee or any default on the part trustee has received notice and fails within thirty (30) days of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord's cure period expires to cure the default of Landlord succeeds to the position of sublandlord under the Subleasein question, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had default cannot been terminated. The limitations set forth in this Agreement as be cured within said thirty (30) days, fails to commence and diligently prosecute the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwisecure of such default.

Attornment. A. Subtenant agrees that, in If any Permitted Leasehold Mortgagee succeeds to the event interest of Tenant under this Lease by foreclosure of a termination Permitted Leasehold Mortgage or by a deed in lieu of foreclosure or otherwise, this Lease shall be recognized as a direct lease from Landlord to such Permitted Leasehold Mortgagee or such Permitted Leasehold Mortgagee’s designee, and Landlord and the Permitted Leasehold Mortgage or its designee shall each be bound to the other under all of the Ground covenants, terms, conditions, and agreements of this Lease and any modifications or the exercise amendments thereof approved by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesPermitted Leasehold Mortgagee in writing, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for during the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon to the same terms and conditions extent as are set forth in the Subleasetherein, and Subtenant hereby agrees with the same force and effect as if the Permitted Leasehold Mortgagee were the Tenant named in this Lease. Upon such attornment, Landlord shall waive all defaults by Tenant which occurred prior to pay and perform all the Permitted Leasehold Mortgagee gaining possession of the obligations Premises. Landlord waives all notices, joinder and/or service of Subtenant pursuant any and all foreclosure actions by the Permitted Leasehold Mortgagee with respect to the Sublease Premises, and of any actions at law by the Sublease Permitted Leasehold Mortgagee to gain possession of the Premises. It shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Subleasenecessary, except as set forth required by law, for the Permitted Leasehold Mortgagee to name Landlord as a party to enforce its rights under the Loan Documents, or to prosecute any action at law to gain possession of the Premises. Notwithstanding anything to the contrary contained herein or in Section III B hereof. B. Notwithstanding the provisions of Section III A hereofthis Lease, Subtenant Landlord hereby covenants and agrees that, in the event the Ground Landlord that any Permitted Leasehold Mortgagee who succeeds to the position interest of sublandlord Tenant under the Subleasethis Lease, the Ground Landlord and such Permitted Leasehold Mortgagee’s successors and assigns, shall not be: 1. liable for be (i) subject to any act offsets or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior defenses which Landlord might have as to the Ground Landlord’s succession in interestTenant, except (ii) required to the extent Ground pay Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, rent or additional rent or any rental period beyond the current rental period which Subtenant may Tenant might have prepaid for more than one paid to Landlord, or (1iii) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by or required to perform any duty, obligation, covenant, term or agreement of this Lease contained in any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses this Lease which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to approved by the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwisePermitted Leasehold Mortgage.

Attornment. A. Subtenant agrees thatIf any Fee Mortgagee, in the event of a termination of the Ground Lease or the exercise by the Ground Landlord of any of its successors or assigns, or any other person claiming by or through any such Fee Mortgagee or by or through any foreclosure proceeding of any such Fee Mortgagee shall succeed to the rights thereunder to take possession of Landlord under this Lease, such Fee Mortgagee or other person shall accept this Lease and recognize Tenant as the holder of all of the Ground Leased Premisesrights of Tenant hereunder, Subtenant will and Tenant shall attorn to and recognize such successor as Xxxxxx's landlord under this 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 Ground event that the Fee Mortgagee thereunder shall succeed to the rights of Landlord under this Lease 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 foreclosure or other proceedings pursuant to their terms, including any covenant of quiet enjoyment contained in such Subleases, so long as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are particular Subtenant is not in default beyond any applicable cure period set forth in the its Sublease, . Upon such attornment this Lease shall continue in full force and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become effect as a direct lease between Tenant and such successor Landlord, upon and subject to all of the Ground Landlord then executory terms, covenants and Subtenant, and Ground Landlord conditions of this Lease. The provisions of this Section 14.2 shall be bound by self- operative and perform all obligations imposed no instrument of any such attornment shall be required or needed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission holders of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2Fee Mortgage. liable for the return In confirmation of any security deposit such attornment, Tenant shall, at Landlord's request or letter at the request of credit unless the Ground Landlord is holding the same; 3. bound any such Fee Mortgagee, promptly execute and deliver such further instruments as may be reasonably required by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordFee Mortgagee. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Tenant hereby agrees that, that in the event of a termination foreclosure sale or deed in lieu of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord foreclosure under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms Mortgage, Tenant will and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant does attom to the Sublease foreclosure successor so that the Lease and the Sublease shall not terminate but shall become a direct lease between the Ground relationship of Landlord and SubtenantTenant shall exist between such foreclosure successor and Tenant; provided, and Ground Landlord shall be bound by and perform all obligations imposed by however, that if the Subleaseforeclosure successor is Lender, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereofits successor or assigns, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord Lender shall not be: 1. a. liable for any act or omission of any prior sublandlord landlord (including, without limitation, Tenantincluding the Borrower), or for any factexcept with respect to defaults continuing on the date that such Lender succeeded to Landlord's interest under the Lease, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except each case to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually Lender received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications notice detailing such default(s) and an opportunity to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease);cure same pursuant to Section 6 hereof; or 6. b. subject to any offsets, claims offsets or defenses which Subtenant Tenant might have against any prior sublandlord landlord (includingincluding the Borrower), without limitationexcept with respect to defaults continuing on the date that such Lender succeeded to Landlord's interest under the Lease, Tenant);in each case to the extent such Lender received prior written notice detailing such default(s) and an opportunity to cure same pursuant to Section 6 hereof; Lender acknowledges that its exclusion from liability, offset and defenses set forth in (a) and (b) above shall not apply to actions or omissions of Lender from and after the date it becomes the foreclosure successor; or 7. notwithstanding any other provision of this Agreement or the Sublease, c. bound by any agreement in rent or additional rent which Tenant might have paid for more than the Sublease or otherwise required current month to initially construct, complete or deliver any prior landlord (including the Subleased Premises or Borrower); or d. liable for repayment of any portion thereof or any improvement thereof or security deposit not actually paid to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant;Lender; or 8. absent sufficient and available taking or casualty insurance proceeds, e. bound by any agreement amendment or modification of the Lease made without Lender's prior written consent that either reduces the term of the Lease, reduces the rental payable by Tenant or imposes greater duties on Landlord under the Lease; or f. bound by any provision in the Sublease Lease which obligates the landlord thereunder (i) to construct or otherwise required to repair complete any building or restore the Subleased Premises or any portion thereof after casualty or condemnation, structure or to make any payments improvements or to anyone perform any other construction work (including any work necessary to prepare the Premises for Tenant's occupancy) or on account (ii) to pay to Tenant (or permit application against rent due under the Lease for) any reimbursement, credit or allowance for construction or build-out performed by Tenant; or g. bound by any purchase option or right of first refusal to purchase the Premises or the Property contained in connection with any of the foregoing; 9. liable for or incur any obligations Lease, if any, with respect to any breach of warranties the Premises or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant Property or any other prior sublandlord, part thereof. Such attornment shall be deemed effective and self-operative without the necessity of executing any further instrument immediately upon the Lender's or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior foreclosure successor's succession to the date on which Ground Landlord succeeds interest of Borrower to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordProperty. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf the interest of Landxxxx xx transferred to any person (a "Successor Landlord") by reason of the termination or foreclosure, in the event or proceedings for enforcement, of an Encumbrance, or by delivery of a termination deed in lieu of the Ground Lease such foreclosure or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premisesproceedings, Subtenant Tenant will immediately and automatically attorn to the Successor Landlord. Upon attornment this Lease will continue in full force and recognize the Ground Landlord effect as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Successor Landlord and SubtenantTenant, upon all of the same terms, conditions and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, covenants as stated in this Lease except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground that a Successor Landlord shall not be: 1. be (a) liable for any previous act or omission or negligence of Landlord under this Lease; provided, however, that the foregoing shall not relieve the Successor Landlord from any prior sublandlord (includingon-going maintenance or repair obligations under this Lease, without limitation, Tenant), or but the Successor Landlord shall not be liable for any factdamages caused by any failure of the predecessor Landlord to satisfy its repair and maintenance obligations under this Lease, circumstance (b) subject to any counterclaim defense or condition existing prior offset not expressly provided for in this Lease and asserted with reasonable promptness, which therefore shall have accrued to the Ground Tenant against Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. (c) bound by any agreement an previous modification or amendment of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit this Lease or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for previous prepayment of more than one (1) month month's rent, unless such modification or prepayment shall have been approved in addition writing by the holder of any Encumbrance through or by reason of which the Successor Landlord shall have succeeded to the then current month rights of Landlord under the Sublease this Lease or (d) obligated to perform any repairs or other than work beyond Landlord's obligations under this Lease. Tenaxx xxxees, upon request by and without cost to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Successor Landlord, excepting amendments or modifications to promptly execute and deliver to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (Successor Landlord such instrument(s) as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise may be reasonably required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not evidence such event, condition or circumstance continues to exist after such date of succession by Ground Landlordattornment. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf the interests of Landlord under the Lease shall be ---------- transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord 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 effected in accordance with any option therefor in the event Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of a any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant acknowledges that Landlord is (a) the assignee of the lessor's interest in that certain Ground Lease dated June 11, 1963 ("Existing Ground Lease") for the land underlying the Building, and (b) the assignee of the lessee's interest in the Ground Lease. Upon expiration or termination of the Existing Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesLease, Subtenant Tenant will attorn to and continue to recognize the Ground Landlord as its sublandlord the landlord under this Lease. Tenant shall, within ten (10) business days after Landlord's written request, execute any documents reasonably requested by any such person to evidence the Sublease for attornment described in this Section 17.2. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth Successor Landlord. Such Non-Disturbance Agreement may be embodied in the SubleaseMortgagee's customary form of Subordination and Non-Disturbance Agreement. If, and Subtenant hereby agrees after exerting diligent, commercially reasonable efforts, Landlord is unable to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become obtain a direct lease between the Ground Landlord and SubtenantNon-Disturbance Agreement from any such Mortgagee, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds have no further obligation to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations Tenant with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordthereto. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, If Mortgagee succeeds to the interest of Landlord in the event Lease by reason of a termination foreclosure, dispossession or other proceedings brought by Mortgagee, or by any other manner, Tenant shall be bound to Mortgagee under all of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession terms, covenants and conditions of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease Lease for the remainder balance of the term thereof (including all extension periods which have been or are hereafter exercised) upon and any extensions thereof effected in accordance with any option therefor in the Lease, with the same terms force and conditions effect as are if Mortgagee were the landlord under the Lease, and Tenant does hereby attorn to Mortgage as its landlord. Such attornment shall be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Landlord under the Lease. In confirmation of such attornment, Tenant shall execute and deliver promptly any certificate or other instrument which Mortgagee may request; provided, that Tenant shall be under no obligation to pay Minimum Rent, additional rent or other sums payable under the Lease until Tenant receives written notice from Mortgagee that Mortgagee has succeeded to the interest of Landlord under the Lease or that Mortgagee has exercised any right under the Mortgage to collect such payments directly from Tenant. The respective rights and obligations of Tenant and Mortgagee upon such attornment shall be the same as set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereofLease. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. If the Lessee’s interest is transferred to and owned by Lessor, Administrative Agent or any successor of Lessor or Administrative Agent (“Acquiring Party”) because of foreclosure or other proceedings brought by Lessor or Administrative Agent, or by any other manner, and Lessor or Administrative Agent succeeds to Lessee’s interest under the Sublease, Subtenant agrees thatshall be bound to the Acquiring Party, in the event of a termination and Acquiring Party shall be bound to Subtenant under all of the Ground Lease or the exercise by the Ground Landlord terms, covenants and conditions of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder balance of the remaining term, including any extensions or renewals, with the same effect as if Acquiring Party were Lessee under the Sublease. Subtenant agrees to attorn to Acquiring Party as the Lessee, with the attornment being effective and self-operative immediately upon Acquiring Party succeeding to the interest of Lessee under the Sublease, all without the execution by the parties of any further instruments. However, Subtenant shall not be obligated to pay rent to Acquiring Party until Subtenant receives written notice from Acquiring Party, together with evidence satisfactory to Subtenant, demonstrating that Acquiring Party has succeeded to Lessee’s interest under the Sublease and directing where rent should be mailed. The respective rights and obligations of Subtenant and Acquiring Party upon attornment, to the extent of the then-remaining balance of the term thereof (including all extension periods which have been or are hereafter exercised) upon of the Sublease, shall be the same terms as in the Sublease, which is incorporated by reference in this Agreement. If Acquiring Party succeeds to Lessee’s interest in the Sublease, Acquiring Party shall be bound to Subtenant under all the terms, covenants and conditions as are set forth in of the Sublease, and Subtenant hereby agrees shall, after Acquiring Party’s succession to pay and perform all of Lessee’s interest, have the obligations of Subtenant pursuant to same remedies against Acquiring Party for the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission breach of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession agreement in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with Subtenant Exhibit C (to Amended and Restated Lease) might have had against Lessee. The Acquiring Party shall have no obligation or liability to Subtenant for any obligations of Lessee under the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims which were owed or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed accruing prior to the date on which Ground Landlord succeeds to the position Acquiring Party acquired Lessee’s interest, including without limitation, for acts or omissions of sublandlord under the SubleaseLessee, regardless of whether any default by the Lessee, offsets or not such eventdefenses against the Lessee, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have advance rent, the same remedies for the nonperformance refunding of any agreement contained in security deposit for which the Sublease which Tenant had Acquiring Party has not received, the funding of any construction obligations or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwisetenant improvements.

Attornment. A. Subtenant agrees thatIf the interests of Landlord under the Lease shall be ---------- transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant-shall be bound to such Successor Landlord 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 effected in accordance with any option therefor in the event Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of a any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant acknowledges that Landlord is (a) the assignee of the lessor"s interest in that certain Ground Lease dated June 11, 1963 ("Existing Ground Lease") for the land underlying the Building, and (b) the assignee of the lessee's interest in the Ground Lease. Upon expiration or termination of the Existing Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesLease, Subtenant Tenant will attorn to and continue to recognize the Ground Landlord as its sublandlord the landlord under this Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the Sublease for attornment described in this Section 17.2. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth Successor Landlord. Such Non-Disturbance Agreement may be embodied in the SubleaseMortgagee"s customary form of Subordination and Non-Disturbance Agreement. If, and Subtenant hereby agrees after exerting diligent, commercially reasonable efforts, Landlord is unable to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become obtain a direct lease between the Ground Landlord and SubtenantNon-Disturbance Agreement from any such Mortgagee, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds have no further obligation to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations Tenant with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordthereto. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Grantee hereby acknowledges and agrees that, that the security title and security interest granted herein are subject to the rights of certain lessees under the Leases as disclosed in the event Credit Agreement and will be subject to the rights of a termination lessees under any Leases entered into by Grantor after the date hereof which are permitted as Permitted Real Estate Liens pursuant to the Credit Agreement, subject to the express rights contained in the applicable Lease. The rights of the Ground Lease or tenants under the Leases to the leased premises shall not be adversely affected by the exercise by the Ground Landlord Grantee of any of its rights thereunder to take possession hereunder, nor shall any such tenant be in any way deprived of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord rights under the Sublease for applicable Lease except in accordance with the remainder terms of such Lease. In the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant event that Grantee succeeds to the Sublease and the Sublease interest of Grantor under a Lease, such Lease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Grantee or pursuant to the judgment of any court in Section III B hereof. B. Notwithstanding an action to enforce the provisions remedies provided for in this Deed shall be made subject to such Lease and the rights of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord such tenant expressly set forth thereunder. If Grantee succeeds to the position interests of sublandlord Grantor in and to the applicable leased premises or under the Subleasesuch Lease or enters into possession of such leased premises, the Ground Landlord Grantee, and such tenants, shall not be: 1. liable for any act or omission be bound to each other under all of any prior sublandlord (includingthe express terms, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice covenants and conditions of such act or omission prior to said succession in interestLease, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement Grantee was originally the Grantor as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiselessor thereunder.

Attornment. A. If the Lessee’s interest is transferred to and owned by Lessor, Administrative Agent or any successor of Lessor or Administrative Agent (“Acquiring Party”) because of foreclosure or other proceedings brought by Lessor or Administrative Agent, or by any other manner, and Lessor or Administrative Agent succeeds to Lessee’s interest under the Sublease, Subtenant agrees thatshall be bound to the Acquiring Party, in the event of a termination and Acquiring Party shall be bound to Subtenant under all of the Ground Lease or the exercise by the Ground Landlord terms, covenants and conditions of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder balance of the remaining term, including any extensions or renewals, with the same effect as if Acquiring Party were Lessee under the Sublease. Subtenant agrees to attorn to Acquiring Party as the Lessee, with the attornment being effective and self-operative immediately upon Acquiring Party succeeding to the interest of Lessee under the Sublease, all without the execution by the parties of any further instruments. However, Subtenant shall not be obligated to pay rent to Acquiring Party until Subtenant receives written notice from Acquiring Party, together with evidence satisfactory to Subtenant, demonstrating that Acquiring Party has succeeded to Lessee’s interest under the Sublease and directing where rent should be mailed. The respective rights and obligations of Subtenant and Acquiring Party upon attornment, to the extent of the then-remaining balance of the term thereof (including all extension periods which have been or are hereafter exercised) upon of the Sublease, shall be the same terms as in the Sublease, which is incorporated by reference in this Agreement. If Acquiring Party succeeds to Lessee’s interest in the Sublease, Acquiring Party shall be bound to Subtenant under all the terms, covenants and conditions as are set forth in of the Sublease, and Subtenant hereby agrees shall, after Acquiring Party’s succession to pay and perform all of Lessee’s interest, have the obligations of Subtenant pursuant to same remedies against Acquiring Party for the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission breach of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession agreement in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with Subtenant might have had against Lessee. The Acquiring Party shall have no obligation or liability to Subtenant for any obligations of Lessee under the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims which were owed or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed accruing prior to the date on which Ground Landlord succeeds to the position Acquiring Party acquired Lessee’s interest, including without limitation, for acts or omissions of sublandlord under the SubleaseLessee, regardless of whether any default by the Lessee, offsets or not such eventdefenses against the Lessee, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have advance rent, the same remedies for the nonperformance refunding of any agreement contained in security deposit for which the Sublease which Tenant had Acquiring Party has not received, the funding of any construction obligations or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwisetenant improvements.

Attornment. A. Subtenant agrees that, in (a) In the event that the Indenture Trustee acquires or succeeds to the interests of Landlord under the Lease by reason of a termination foreclosure, deed-in-lieu of foreclosure or by exercise of some similar doctrine, Tenant shall be bound to the Indenture Trustee, under all of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession terms, covenants and conditions of the Ground Leased PremisesLease, Subtenant will attorn to and recognize the Ground Landlord except as its sublandlord under the Sublease provided in this Agreement, for the remainder balance of the term thereof remaining, with the same force and effect as if the Indenture Trustee were the landlord named in the Lease and Tenant does hereby agree to (including i) attorn to the Indenture Trustee as its landlord on such terms, (ii) affirm its obligations under the Lease, and (iii) make payments of all extension periods which have been or are hereafter exercisedsums thereafter becoming due under the Lease to the Indenture Trustee. Said attornment, affirmation and agreement is to be effective and self-operative (without the execution of any further instruments) upon the same terms Indenture Trustee succeeding to the interests of Landlord under the Lease. (b) Tenant agrees to execute and conditions as are set forth in the Subleasedeliver at any time, and Subtenant hereby agrees from time to pay and perform all time, upon the request of Landlord, Indenture Trustee or any successor secured by the Deed of Trust, any instrument or certificate, as the case may be, deemed reasonably to be necessary or appropriate to evidence such attornment. (c) Tenant acknowledges that Landlord has made an assignment of the Lease (the "ASSIGNMENT") to Indenture Trustee as additional security for Landlord's obligations to Indenture Trustee, but Tenant agrees that the acceptance by Indenture Trustee of Subtenant pursuant such Assignment does not constitute an assumption by Indenture Trustee of Landlord's obligations under the Lease, that Indenture Trustee is not bound to Tenant to perform Landlord's obligations under the Sublease Lease unless and the Sublease until Indenture Trustee shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds succeed to the position of sublandlord Landlord by foreclosure of the Deed of Trust, deed in lieu or otherwise, and that in all events Indenture Trustee's liability (if any) to Tenant shall be limited as provided in this Agreement. (d) From and after such attornment, Indenture Trustee, its nominee, such other holder (or its nominee), or purchaser, as the case may be, as Landlord, shall be bound to Tenant under all the Subleaseterms, covenants and conditions of the Ground Landlord Lease with the same force and effect as if originally entered between said parties; provided, however, Indenture Trustee, its nominee, such other holder (or its nominee) or purchaser, as the case may be, shall not be: (1. ) bound by any base rental or additional rental or advance payment ("RENT") which Tenant paid for more than the current month to any prior landlord (including Landlord); (2) bound by any Lease modification which was entered into without the Indenture Trustee's approval to the extent required under the Indenture; (3) liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior security deposit paid to Landlord not actually turned over to the Ground Landlord’s succession Indenture Trustee; (e) Anything herein or in interest, except the Lease to the extent Ground Landlord had notice contrary notwithstanding, in the event that Indenture Trustee, by reason of such act or omission prior to said succession in interest, such act or omission is continuing and is capable an "Event of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (Default" as defined in the Sublease); 6. subject Deed of Trust, shall acquire title to the Demised Premises, Indenture Trustee shall have no obligation, nor incur any offsetsliability, claims or defenses which Subtenant might have against any prior sublandlord (includingbeyond Indenture Trustee's then interest, without limitationif any, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or Trust Property (including any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient title and available taking or casualty insurance proceedsproceeds and condemnation awards), bound by any agreement and Tenant shall look exclusively to such interest of Indenture Trustee, if any, in the Sublease or otherwise required to repair or restore Trust Property for the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account payment and discharge of or in connection with any of the foregoing; 9. liable for or incur any obligations which may be imposed upon Indenture Trustee hereunder or under the Lease. Tenant agrees that with respect to any breach of warranties money judgment that may be obtained or representations secured by Tenant against Indenture Trustee, Tenant shall look solely to the estate or interest owned by Indenture Trustee in the Trust Property, and Tenant will not collect or attempt to collect any such judgment out of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability other assets of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordIndenture Trustee. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIn the event any proceedings are brought for the foreclosure of, or in the event of a termination exercise of the Ground Lease power of sale under, any deed to secure debt given by Landlord and covering the Demised Premises, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the owner and landlord under this Deed of Lease, provided such owner, as landlord, shall recognize Tenant’s rights to continue to occupy the Demised Premises and exercise by the Ground Landlord of any all of its rights thereunder hereunder so long as Tenant complies with the terms and provisions of this Deed of Lease. Tenant further covenants and agrees to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been any successor to Landlord’s interest in any ground or are hereafter exercised) upon the same terms and conditions as are set forth in the Subleaseunderlying lease, and Subtenant hereby agrees to pay and perform all in that event, this Deed of the obligations of Subtenant pursuant to the Sublease and the Sublease Lease shall not terminate but shall become continue as a direct lease between the Ground Tenant herein and such landlord or its successor. Notwithstanding any request or designation by Tenant, Landlord may apply any payment received from Tenant to any payment then due. Re-entry and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions acceptance of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord keys shall not be: 1be considered an acceptance of surrender. liable for any act or omission No waiver of any prior sublandlord (includingbreach of any covenant, without limitationcondition or agreement herein contained on one or more occasions shall operate as a waiver of the covenant, Tenant)condition or agreement itself, or for of any fact, circumstance or condition existing prior to the Ground subsequent breach thereof. Landlord’s succession in interest, except delay or failure to the extent Ground Landlord had notice exercise or enforce any of such act Landlord’s rights or omission prior to said succession in interest, such act remedies or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return Tenant’s obligations shall not constitute a waiver of any security deposit such rights, remedies or letter of credit unless the Ground Landlord is holding the same; 3obligations. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other No provision of this Agreement or the Sublease, bound Deed of Lease shall be deemed to have been waived by any agreement Landlord unless such waiver shall be in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound writing signed by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. To induce Prime Landlord to consent to this Sublease, Subtenant agrees that if Prime Landlord shall recover or come into possession of the Premises before the expiration of the Prime Lease, Prime Landlord shall have the right to take over this Sublease and to have it become a direct lease with Prime Landlord on the terms set forth in the Sublease Consent in which case Prime Landlord shall succeed to all the rights of Sublandlord hereunder. This Sublease shall be subject to the condition that, notwithstanding anything to the contrary in this Sublease, from and after the event of a termination of the Ground Lease or Prime Lease, Subtenant shall waive any right to terminate this Sublease and, at Prime Landlord’s election, Subtenant shall be bound to Prime Landlord for the exercise by the Ground Landlord of any of its rights thereunder to take possession balance of the Ground Leased Premises, Subtenant will term hereof and shall attorn to and recognize the Ground Landlord Prime Landlord, as its sublandlord sublandlord, under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations then executory terms of Subtenant pursuant to the Sublease and the Sublease this Sublease, except that Prime Landlord shall not terminate but shall become a direct lease between the Ground Landlord and (i) be liable for any previous act, omission, or negligence of Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for or incorporated into this Sublease, which theretofore accrued to Subtenant, and Ground Landlord shall (iii) be bound by any modification or amendment of this Sublease or by any prepayment of more than one month’s Base Rent and perform all obligations imposed by the Additional Rent which shall be payable as provided in this Sublease, except as set forth unless such modification or prepayment shall have been approved in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, writing by Prime Landlord or (iv) be obligated to perform any repairs or other work in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Premises beyond Prime Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4Prime Lease. bound by Subtenant shall execute and deliver to Prime Landlord any rent, percentage rent, or additional rent which instruments Prime Landlord may reasonably request to evidence and confirm such attornment. Subtenant may shall be deemed to have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications given a waiver of subrogation of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined type provided for in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordPrime Lease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Beneficiary, by its acceptance of this Deed of Trust, hereby acknowledges and agrees that, that the liens granted herein are or will be subject to the rights of certain lessees under: (i) certain Leases in existence on the event date hereof; (ii) Leases entered into by Trustor after the date hereof provided that Trustor obtains the written consent of Beneficiary prior to entering into such Leases; and (iii) Leases entered into by Trustor after the date hereof without the consent of Beneficiary provided that such Lease is a termination Permitted Lien (each of the Ground Lease or Leases described in clauses (i) (ii) and (iii), a “Permitted Lease”). The rights of the tenants under the Permitted Leases shall not be adversely affected by the exercise by the Ground Landlord Beneficiary of any of its rights thereunder to take possession hereunder, nor shall any such tenant be in any way deprived of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord rights under the Sublease for applicable Permitted Lease except in accordance with the remainder terms of such lease. In the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant event that Beneficiary succeeds to the Sublease and the Sublease interest of Trustor under a Permitted Lease, such Permitted Lease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Beneficiary or pursuant to the judgment of any court in Section III B hereof. B. Notwithstanding an action to enforce the provisions remedies provided for in this Deed of Section III A hereof, Subtenant agrees that, in Trust shall be made subject to such Permitted Lease and the event the Ground Landlord rights of such tenant expressly set forth thereunder. If Beneficiary succeeds to the position interests of sublandlord Trustor in and to the applicable leased premises or under the Subleasesuch Permitted Lease or enters into possession of such leased premises, the Ground Landlord Beneficiary, and such tenants, shall be bound to each other under all of the express terms, covenants and conditions of such Permitted Lease, as if the Beneficiary was originally the Trustor as lessor thereunder, provided, however, that Beneficiary or its successors and assigns, shall not be: 1. be (i) subject to any credits, offsets, defenses or claims which such tenant might have against Trustor; (ii) liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), Trustor or for any factindemnity, circumstance or condition existing prior to the Ground Landlord’s succession in interestof whatever nature, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject Trustor pursuant to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement contained in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations such Permitted Lease with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed occurring prior to the date on which Ground Landlord succeeds that Beneficiary or its successor or assign shall acquire the leased premises; (iii) bound by any covenant to undertake or complete any construction in connection with the position of sublandlord under the Sublease, regardless of whether leased premises or not such event, condition to pay any sums in connection therewith; or circumstance continues (iv) required to exist after such date of succession by Ground Landlordaccount for any security deposit other than any security deposit actually delivered to Beneficiary or its successor or assign. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant (a) Tenant covenants and agrees that, that in the event of a termination foreclosure of the Ground Lease Security Instrument, whether by power of sale or by court action, or upon a transfer of the Property by conveyance in lieu of foreclosure (the purchaser at foreclosure or the exercise by transferee in lieu of foreclosure, including Lender if it is such purchaser or transferee, being herein called “New Owner”), Tenant shall attorn to the Ground Landlord of any of its rights thereunder to take possession New Owner as Tenant’s new landlord, and agrees that the Lease shall continue in full force and effect as a direct lease between Tenant and New Owner upon all of the Ground Leased Premisesterms, Subtenant will attorn to covenants, conditions and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are agreements set forth in the Sublease, Lease and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Subleasethis Agreement, except as set forth for provisions which are impossible for New Owner to perform; provided, however, that in Section III B hereof. B. Notwithstanding no event shall the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not New Owner be: 1. (i) liable for any act act, omission, default, misrepresentation, or omission breach of warranty, of any prior sublandlord previous landlord (including, without limitation, Tenant), including Landlord) or for any fact, circumstance or condition existing obligations accruing prior to New Owner’s actual ownership of the Ground Landlord’s succession Property provided, however, that nothing contained in interest, except this subsection shall be deemed to release New Owner from any obligation it may have to cure any default under the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and Lease that is capable of cure being cured by Ground New Owner and which continues after New Owner’s acquisition of Landlord’s interest in the Lease and; 2. liable (ii) subject to any offset, defense, claim or counterclaim (that are not specifically provided for in the return Lease or have accrued as a result of a default that is not capable of being cured by New Owner) which Tenant might be entitled to assert against any security deposit or letter of credit unless the Ground Landlord is holding the sameprevious landlord (including Landlord); 3. (iii) bound by any agreement payment of any prior sublandlord (includingrent, without limitation, Tenant) to provide a letter of credit additional rent or other security for sublandlord’s obligations under the Sublease; 4. bound payments, made by Tenant to any rent, percentage rent, or additional rent which Subtenant may have prepaid previous landlord (including Landlord) for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlordadvance; 5. (iv) bound by any amendments material amendment or modifications modification of the Sublease made Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease Lender; or (v) liable for any deposit that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject Tenant may have given to any offsetsprevious landlord (including Landlord) which has not, claims or defenses which Subtenant might have against any prior sublandlord as such, been transferred to New Owner. (including, without limitation, Tenant); 7. notwithstanding any other provision b) The provisions of this Agreement or regarding attornment by Tenant shall be self-operative and effective without the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account necessity of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations execution of any nature under the Sublease new lease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Tenant or any other prior sublandlord under agrees, however, to execute and deliver upon the Sublease)request of New Owner, any condition instrument or any circumstance certificate which occurred in the reasonable judgment of New Owner may be necessary or existed prior appropriate to evidence such attornment, including a new lease of the date Premises on which Ground Landlord succeeds to the position same terms and conditions as the Lease for the unexpired term of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLease. C. The Ground Landlord will have the same remedies for the nonperformance (c) Nothing herein shall be construed as a waiver of any agreement contained in the Sublease which contractual claim that Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant Landlord, or as a release of Landlord from liability to Tenant, on account of the non-performance of any obligation of Landlord under the Sublease or otherwiseLease.

Attornment. A. Subtenant agrees that, in The Mortgagor attorns and becomes tenant from week to week to the event of a termination Mortgagee of the Ground Lease Mortgaged Property commencing on the date of this mortgage at a weekly rental equal to and varying in amount with the interest accruing under this Mortgage from day to day for one week (or the exercise if no interest is payable, a rental of 1(cent) per week). Such rent is to be paid by weekly payments if demanded by the Ground Landlord Mortgagee but until demanded to be paid on the days appointed for payment of interest (or if no interest is payable, capital payments) under this mortgage. All rent received by the Mortgagee by virtue of this attornment will be applied towards satisfaction of the interest payable under this mortgage. The Mortgagee may at any time after the Secured Money becomes payable at the option of its rights thereunder to the Mortgagee without giving any previous notice enter into and upon and take possession of the Ground Leased PremisesMortgaged Property whereof the Mortgagor has attorned as tenant and may determine the tenancy created by this attornment. Neither the receipt of the rent nor the tenancy created by the attornment will render the Mortgagee liable to account as mortgagee in possession and nothing in this attornment clause will prejudice or lessen the rights of the Mortgagee as mortgagee or modify or add to the rights of the Mortgagor as mortgagor or lessee, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease it being agreed that this attornment clause is for the remainder purpose of the term thereof (including all extension periods which have been estoppel only. If this clause would otherwise be construed as granting or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant affording to the Sublease and the Sublease shall not terminate but shall become Mortgagor any rights privileges protections or immunities of a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Subleaselessee under any statute or at law or in equity which would not, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereoffor this clause, Subtenant agrees that, in the event the Ground Landlord succeeds be available to the position of sublandlord under the SubleaseMortgagor, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior then this clause will be deemed to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing be severed from and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision will form no part of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8mortgage. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.TITLE REFERENCE 15602076 CONTENTS

Attornment. A. Subtenant agrees that(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 event 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 termination deed or otherwise, or another person purchases the Premises upon or following foreclosure of the Ground Lease Mortgage, then at the request of Lender (or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premisesnominee or designee) or such purchaser (Lender, Subtenant will its nominees and designees, and such purchaser, each being a “Successor-Landlord”), Tenant shall attorn to and recognize the Ground Successor-Landlord as its sublandlord Tenant’s landlord under the Sublease for Lease and shall promptly execute and deliver any instrument that Successor-Landlord may reasonably request to evidence such attornment. Upon such attornment, the remainder of the term thereof (including Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor-Landlord and Tenant upon all extension periods which have been or are hereafter exercised) upon the same terms terms, conditions and conditions covenants as are set forth in the SubleaseLease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground except that Successor-Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not benot: 1. i) be liable for any previous act or omission of Landlord under the Lease; ii) be subject to any prior sublandlord (includingoff-set, without limitation, Tenant), defense or for any fact, circumstance or condition existing prior counterclaim which shall have previously accrued to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Tenant against Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. iii) be bound by any agreement modification of the Lease (including any prior sublandlord (including, without limitation, Tenantearly termination of the Lease not provided for in the Lease) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, previous prepayment of rent or additional rent which Subtenant may have prepaid for more than one (1) month in addition which Tenant might have paid to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments unless such modification or modifications to the Sublease that are made consistent with the terms of the Sublease prepayment shall have been expressly approved in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound writing by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possessionLender; or 10. iv) be liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification security deposited under the Sublease arising out of or relating Lease unless such security has been physically delivered to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLender. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, in If the event Lessor of a termination of the Ground Superior Lease or the exercise Holder of a Superior Mortgage shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights or other person having or acquiring title by the Ground Landlord virtue of any of its rights thereunder such foreclosure or termination (herein sometimes referred to take possession of the Ground Leased Premisesas “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Tenant’s attornment, Subtenant will Tenant shall attorn to and recognize the Ground such Successor Landlord as its sublandlord Tenant’s landlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms this Lease and conditions 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 are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Successor Landlord and SubtenantTenant upon all of the terms, conditions, and Ground Landlord shall be bound by and perform all obligations imposed by the Subleasecovenants in this Lease, except as set forth in Section III B hereof.follows: B. Notwithstanding (a) the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Successor Landlord shall not be: 1. be liable for any previous act or omission of Landlord under this Lease; (b) the Successor Landlord shall not be subject to any prior sublandlord offset (including, without limitation, Tenant), or unless expressly provided for any fact, circumstance or condition existing prior in this Lease) which shall have theretofore accrued to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Tenant against Landlord; 2. liable for (c) the return of any security deposit or letter of credit unless the Ground Successor Landlord is holding the same; 3. shall not be bound by any agreement previous modification of any prior sublandlord (includingthis Lease, without limitationunless expressly provided for in this Lease, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for previous prepayment of more than one (1) month month’s Base Rent, unless such modification or prepayment shall have been expressly approved in addition writing by 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 then current month rights of Landlord under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5this Lease. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground LandlordOyster Point Marina Plaza Office LeaseKashiwa Fudosan America, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.Inc. :: ESSA Pharmaceuticals Corp.

Attornment. A. Subtenant agrees thatIf Lender forecloses the Mortgage or acquires title to the Property by deed-in-lieu of foreclosure, or in any other manner succeeds to the event interest of a termination of Landlord under the Ground Lease Lease, or the exercise by the Ground Landlord of any of its rights thereunder to if Lender shall otherwise take possession of the Ground Leased PremisesProperty, Subtenant will then upon receipt of written notice from Lender, the District shall attorn to and recognize the Ground Landlord Lender as its sublandlord landlord under all of the Sublease terms, covenants and conditions of the Lease for the remainder balance of the term thereof remaining (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions of any extensions thereof that may be effected in accordance with any option therefor), as are set forth in the SubleaseLease, with the same force and Subtenant hereby agrees effect as if Lender were Landlord under the Lease. Such attornment shall be effective and self-operative immediately upon receipt of written notice from Lender that Lender has succeeded to pay and perform all the interest of Landlord, whereupon the District shall recognize Lender, or any person claiming by through or under Lender, as the landlord under the Lease without the execution of any further instruments on the part of any of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed Parties. Provided no default by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing District has occurred and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (includingcontinuing, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations which default under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease Lease would give Landlord (or Lender as successor in interest to Landlord) the right to terminate the Lease, the Lease shall at all times continue in full force and effect, and the respective rights and obligations of the District and Lender upon such attornment shall be governed by the Lease. If Lender requests, the District agrees to execute, acknowledge, and deliver to Lender any certificate or other instrument that Lender reasonably requests (in the District’s determination) to confirm such attornment at no cost or expense to the District. If the District requests, Lender covenants and agrees to execute a novation agreement in the form reasonably acceptable to the District that requests that the District recognize a name change or a successor in interest to the Lease. In connection with Tenantany attornment pertaining to an asset transfer, at the District’s exercise request, Lender shall deliver to the District, as applicable, each of the Extension Option following: a. A document describing the proposed transaction giving rise to such transfer; b. the effective date of the transfer; c. an authenticated copy of the instrument effecting the transfer (as defined in the Subleaseincluding without limitation a xxxx of sale, certificate of merger, contract, deed, or court decree); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any d. an authenticated copy of the foregoing; 9. liable for or incur any obligations with respect transferee’s certificate and articles of incorporation if an entity was formed to any breach of warranties or representations of any nature under receive the Sublease or otherwise includingtransferor’s assets (however, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as entity was formed for a purpose other than to receive the Ground Landlord shall not affecttransferor’s assets, impair, or abrogate any claims or remedies include a statement to that Subtenant may have against Tenant under effect); and e. a certified copy of applicable entity authorizing resolutions (for both the Sublease or otherwisetransferee and the transferor) authorizing such transfer of assets.

Attornment. A. Subtenant Tenant agrees that, that the institution of any action or other proceedings by Lender under the Mortgage in order to realize upon Landlord’s interest in the event of a Property shall not result in the cancellation or termination of the Ground Lease or Tenant’s obligations thereunder. If Lender or any subsequent purchaser of the exercise Property shall become the owner of the Property by reason of the Ground 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 shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosure or otherwise: (a) the Lease shall not be terminated, or otherwise affected thereby except as specified herein; (b) Tenant shall attorn to Purchaser and recognize Purchaser as its landlord under the Lease for the unexpired term of the Lease, subject to Tenant’s right of quiet enjoyment under the Lease and all other terms and conditions thereof, said attornment to be effective and self-operative immediately upon Lender succeeding to the interest of the Landlord under the Lease without the execution of any further instruments on the part of any of its rights thereunder the parties hereto; and (c) Tenant shall be bound to take possession Purchaser under all of the Ground Leased Premisesterms, Subtenant will attorn to covenants and recognize conditions of the Ground Landlord as its sublandlord under the Sublease Lease for the remainder balance of the term thereof (including all extension periods remaining and any extensions or renewals thereof which may be effected in accordance with any option therefore in the Lease, with the same force and effect as if Purchaser were the landlord under the Lease; provided, however, that Tenant shall be under no obligation to pay rent to Purchaser until Tenant receives written notice from Purchaser that it has succeeded to the interest of Landlord under the Lease. Tenant shall have been or are hereafter exercised) the right to rely upon the same terms notice from Lender or any Purchaser and conditions as are set forth in shall pay such rents and other amounts to Lender or any Purchaser without any obligation to determine the Sublease, and Subtenant hereby agrees to pay and perform all actual existence of the obligations right of Subtenant Lender or any Purchaser to receive such rents and other amounts. Landlord shall have no right or claim against Tenant for any such rents and other amounts so paid by Tenant to Lender or any Purchaser and Landlord waives and releases Tenant from any such claims. Landlord and Lender agree that Tenant shall be credited under the Lease for any payments sent to Lender pursuant to such written notice. In the event that Tenant makes such payment(s) to Lender as provided for in this Section, Landlord agrees not to commence any action at law or in equity against Tenant to recover: (x) the proceeds of said payment(s); or (y) possession of the Premises except pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions exercise of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord any rights under the SubleaseLease. The respective rights and obligations of Tenant and Lender upon such attornment, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications remaining balance of the Sublease made without the prior written consent term of the Ground LandlordLease and any such extensions and renewals, excepting amendments or modifications to the Sublease that shall be and are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations as now set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwisetherein.

Attornment. A. Subtenant If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, and so long as such Successor Landlord or Mortgagee agrees thatnot to disturb Tenant’s possession of the Premises under this Lease, Tenant shall be bound to such Successor Landlord 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 effected in accordance with any option therefor in the event Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant’s landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of a any further instruments upon Successor Landlord’s succeeding to the interest of Landlord under the Lease. Tenant acknowledges that Landlord is (a) the assignee of the lessor’s interest in that certain Ground Lease dated June 11, 1963 (“Existing Ground Lease”) for the land underlying the Building, and (b) the assignee of the lessee’s interest in the Ground Lease. Upon expiration or termination of the Existing Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesLease, Subtenant Tenant will attorn to and continue to recognize the Ground Landlord as its sublandlord the landlord under this Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) attornment described in this Section 17.2. Concurrently, upon the same terms and conditions as are set forth in the Subleasewritten request from Tenant, and Subtenant hereby provided Tenant is not in default under this Lease, Landlord agrees to pay and perform all of use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and SubtenantSuccessor Landlord, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act ground lessor or omission of any prior sublandlord master lessor (including, without limitation, Tenantif different from Landlord), or for any factMortgagee. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of Subordination and Non-Disturbance Agreement. If, circumstance or condition existing prior to the Ground Landlord’s succession in interestafter exerting diligent, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interestcommercially reasonable efforts, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by unable to obtain a Non-Disturbance Agreement from any agreement of any prior sublandlord (includingsuch Mortgagee, without limitation, Tenant) Landlord shall have no further obligation to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations Tenant with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordthereto. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatUpon written request of a Successor Landlord (as such term is defined below), Tenant will attorn to any transferee of Landlord’s interest in the event Project that succeeds Landlord by reason of a termination termination, foreclosure or enforcement proceeding of an Encumbrance, or by delivery of a deed in lieu of any foreclosure or proceeding (a “Successor Landlord”), provided that either the Ground holder of such Encumbrance entered into an SNDA with respect to this Lease or the exercise by the Ground Successor Landlord of any of its rights thereunder agrees to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Subleaseaccept this Lease, and Subtenant hereby agrees not to pay disturb Tenant’s possession, so long as Tenant is not in default under this Lease beyond any applicable grace or cure period. In this event, the Lease will continue in full force and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become effect as a direct lease between the Ground Successor Landlord and Subtenant, and Ground Landlord shall be bound by and perform Tenant on all obligations imposed by of the Subleaseterms of this Lease, except as set forth in Section III B hereof. B. Notwithstanding that the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Successor Landlord shall not be: 1. liable (a) Liable for any act or omission obligation of Landlord under this Lease, except for any prior sublandlord continuing default by Landlord (includingsuch as, without limitationfor example, Tenanta default with respect to a repair obligation), or be subject to any counterclaim, defense or offset accruing before Successor Landlord succeeds to Landlord’s interest; (b) Bound by any modification or amendment of this Lease entered into after the applicable Encumbrance was recorded against the Project and made without the written consent of such Encumbrance holder, except for any fact, circumstance amendment or condition existing prior modification of this Lease pursuant to the Ground LandlordTenant’s succession in interest, except strict exercise of an express right or option granted to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground LandlordTenant under this Lease; 2. liable for the (c) Bound by any prepayment of more than one month’s Rent; (d) Obligated to return of any security deposit not paid over to Successor Landlord; or (e) Obligated to perform any improvements to the Premises (or letter provide an allowance therefor), except for the completion of credit unless the Ground Landlord is holding the same; 3Landlord’s Work. bound by any agreement of any prior sublandlord (includingUpon Successor Landlord’s request, Tenant will, without limitationcharge, Tenant) promptly execute, acknowledge and deliver to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by Successor Landlord any rentinstrument reasonably necessary to evidence such attornment, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent provided that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations instrument includes non-disturbance protection with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordthis Lease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf, under any mortgage or deed of trust encumbering the land on which the Premises is located, any foreclosure or power of sale proceedings are brought or a conveyance by deed in lieu of foreclosure occurs, or if Landlord sells, conveys or otherwise transfers its interest in the event of a termination of Building or any portion thereof containing the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will this Lease shall remain in full force and effect, and Tenant shall attorn to and recognize such successor in interest as the Ground Landlord as its sublandlord landlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Subleasethis Lease, and Subtenant hereby agrees Tenant covenants to pay and perform all of execute an instrument in writing reasonably satisfactory to the obligations of Subtenant new owner evidencing such attornment. If Tenant is required to attorn pursuant to the Sublease and the Sublease shall this Section, not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition months’ rent (including the security deposit, if any) theretofore actually prepaid by Tenant to Landlord will be recognized or allowed as a credit against any rental or other sums which the then current month under the Sublease other than party to the extent that such prepayment whom Tenant attorns is actually received by the Ground Landlord; 5entitled to receive or recover from Tenant. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with At Tenant’s exercise of written request, Xxxxxxxx shall request that the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations holder of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability then existing deed of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable trust execute a written “non-disturbance agreement” in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission favor of Tenant or providing that if Tenant is not in default under this Lease beyond any other prior sublandlordapplicable grace period, or any default such party will recognize this Lease and Xxxxxx’s rights hereunder and will not disturb Tenant’s possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies terms as this Lease for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminatedremaining term hereof. The limitations set forth in this Agreement as to the Ground Provided Landlord shall not affectmake such request as provided above, impairLandlord shall have no liability under this Lease if Landlord is unable to obtain such a non-disturbance agreement for Tenant, or abrogate any claims or remedies that Subtenant may have against Tenant nor shall such failure constitute a default by Landlord under the Sublease or otherwisethis Lease.

Attornment. A. Subtenant agrees thatIf any Mortgagee succeeds to the rights of Landlord under this Lease or to ownership of the Premises, in whether through possession, foreclosure or the event delivery of a termination of deed to the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will upon the written request of such Mortgagee, Tenant shall attorn to and recognize the Ground Landlord such Mortgagee as its sublandlord Tenant's landlord under the Sublease this Lease, and shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment; provided that any person to whom Tenant is asked to attorn agrees in writing reasonably satisfactory to Tenant that, so long as Tenant is not in default under this Lease beyond any applicable cure period, this Lease shall remain in full force and effect for the remainder Lease Term. SECTION 17. SIGNS Tenant may, at its sole cost, erect signs on the exterior or interior of the term thereof Building, provided that such sign or signs (including all extension periods which have been a) do not cause any structural or other damage to the Building; (b) do not violate applicable governmental laws, ordinances, rules or regulations; (c) do not violate any existing restrictions affecting the Premises; (d) are hereafter exercised) upon in accordance with the same terms and conditions as are sign standards for the Project set forth on EXHIBIT F attached hereto; and (e) are approved in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease advance by Landlord (which approval shall not be unreasonably withheld or delayed) and the Sublease shall not terminate but shall become a direct lease between City of Redmond, Washington. Tenant, upon vacating the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable Premises or removing or altering its signs for any act or omission of any prior sublandlord (includingreason, without limitationshall repair, Tenant)paint and/or replace the Building surfaces where its signs were attached. Landlord shall, or for any factat its cost, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable provide a monument sign for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (includingProject and allow Tenant, without limitationat Tenant's sole cost, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordinstall its panel thereon. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatUpon the written request of any person or party succeeding to the interest of Landlord under this Lease, Tenant shall automatically become the tenant of and attorn to such successor in interest without any change in any of the event terms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, except payments of security for the performance by Tenant of Tenant's obligations under this Lease, or (b) subject to any offset, defense or damages arising out of a termination of the Ground Lease default or the exercise by the Ground Landlord any obligations of any of preceding Landlord. Neither Landlord's Mortgagee nor its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth successor in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord interest shall be bound by any amendment of this Lease entered into after Tenant has been given written notice of the name and perform all obligations imposed by address of Landlord's Mortgagee and without the Subleasewritten consent of Landlord's Mortgagee or such successor in interest, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds not to the position of sublandlord under the Sublease, the Ground Landlord be unreasonably withheld or delayed. Any transferee or successor- in-interest shall not be: 1. be liable for any act acts, omissions or omission defaults of any prior sublandlord (including, without limitation, Tenant)Landlord that occurred before the sale or conveyance, or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit except for deposits actually paid to the successor or letter transferee. Tenant agrees to give written notice of credit unless any default by Landlord to the Ground 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 is holding to cure the default, plus an additional thirty (30) days. The subordination, attornment and mortgagee protection clauses of this Section 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord's Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments substantially in the form of Exhibit H hereto to confirm the same; 3. bound Tenant shall from time to time, if so requested by any agreement Landlord and if doing so will not materially and adversely affect Tenant's economic interests under this Lease, join with Landlord in amending this Lease so as to meet the reasonable needs or requirements of any prior sublandlord (including, without limitation, Tenant) to provide lender that is considering making or that has made a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound loan secured by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises all or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordComplex. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, in the event of a termination of the Ground (a) If Landlord assigns this Lease or the exercise rents hereunder to a creditor as security for a debt, Tenant shall, after written notice to Tenant of such assignment and upon demand by Landlord or the Ground assignee, Tenant shall pay all sums thereafter becoming due Tenant hereunder to such assignee. Tenant shall also, upon receipt of such notice, have all policies of insurance required hereunder endorsed so as to protect the assignee’s interest as it may appear and shall deliver such policies, or certificates thereof, to the assignee. (b) If, at any time during the term of this Lease, the Landlord of the leased premises shall be the holder of a leasehold estate covering premises which include the leased premises, and if such leasehold shall terminate or be terminated for any reason, or if, at any time during the term of its rights thereunder Lease a mortgage to take possession which this Lease is subordinate shall be foreclosed, Tenant agrees at the election and upon demand of any owner of the Ground Leased Premisespremises which include the leased premises, Subtenant will attorn or of any mortgagee in possession thereof, or of any holder of a leasehold thereafter affecting premises which include the leased premises, or of any purchaser at foreclosure, to attorn, from time to time, to any such owner, mortgagee, holder or purchaser upon the terms and recognize the Ground Landlord as its sublandlord under the Sublease conditions set forth herein for the remainder of the term thereof (including demised in this Lease. Provided however, that Tenant shall not be obligated to attorn unless, if Tenant shall so request in writing, such holder, owner, mortgagee or purchaser shall execute and deliver to Tenant an instrument wherein said holder, owner, mortgagee or purchaser agrees that so long as Tenant performs all extension periods which have been or are hereafter exercised) upon the same terms terms, covenants and conditions as are set forth in the Subleaseof this Lease, and Subtenant hereby agrees on Tenant’s part to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenantbe performed, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding Tenant’s possession under the provisions of Section III A hereofthis Lease shall not be disturbed by such holder, Subtenant owner, mortgagee or purchaser. (c) The foregoing provisions shall inure to the benefit of any such owner, mortgagee, holder or purchaser and shall apply notwithstanding that this Lease may terminate upon the termination of any such leasehold estate or upon such foreclosure, and shall be self-operative upon any such demand, without requiring any further instrument to give effect to such provisions. Tenant, however upon demand of any such owner, mortgagee, holder or purchaser, agrees thatto execute, from time to time an instrument in confirmation of the foregoing provisions, satisfactory to any such owner, mortgagee, holder or purchaser, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord which Tenant shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of acknowledge such act or omission prior to said succession in interest, such act or omission is continuing attornment and is capable of cure by Ground Landlord; 2. liable set forth herein and shall apply for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications remainder of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth term originally demised in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiseLease.

Attornment. A. Subtenant agrees thatFor the purposes of this Section, in the event term "Successor ---------- Landlord" shall mean the 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 termination new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease by virtue of having purchased the Ground Lease or Land and the exercise by Building at a foreclosure sale. At the Ground request of a Successor Landlord of any of its rights thereunder and upon such Successor Landlord's written agreement to take accept Tenant's attornment, and to not disturb Tenant's quiet possession of the Ground Leased Premises, Subtenant will Tenant shall attorn to and recognize the Ground such Successor Landlord as its sublandlord Tenant's Landlord under this Lease 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 direct lease between the Sublease for the remainder Successor Landlord and Tenant upon all of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms terms, conditions and conditions covenants as are set forth in this Lease except that the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Successor Landlord shall not: (i) be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any previous act or omission of Landlord under this Lease; (ii) be subject to any prior sublandlord offset, deficiency or defense which theretofore shall have accrued to Tenant against Landlord; (includingiii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month's Base Rent, without limitationunless such modification or prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the 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, Tenant)or any expansion or rehabilitation of existing improvements upon the Premises, or for restoration of improvements following any factcasualty 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, circumstance to and upon any award or condition existing prior other compensation heretofore or hereafter to be made for any taking by eminent domain of any part of the Premises, and as to the Ground Landlord’s succession 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, except to if any, which may have arisen or intervened in the extent Ground Landlord had notice period between the recording of such act any Superior Mortgage and the execution of this Lease or omission prior to said succession in interest, such act any lien or omission is continuing and is capable judgment which may arise at any item under the terms of cure by Ground Landlord; 2. this Lease; or (viii) be liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition was not actually transferred to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Successor Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Lessee agrees that, in the event of a termination of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, that in the event the Ground Landlord succeeds Master Lease is terminated, Lessee shall attorn to County as its lessor, and that the position attornment shall be effective and self-operative without the execution of sublandlord any other instruments on the part of either Lessee or County upon the receipt by Lessee of notice of County’s termination of the Master Lease, and the Lease shall thereafter continue in accordance with its terms between Lessee as lessee and County as lessor, and County agrees to recognize Lessee’s rights under the SubleaseLease and not disturb the possession and rights of Lessee, the Ground Landlord provided however that: (a) County shall not be: 1. be liable for any act or omission of Lessor. (b) County shall not be subject to any prior sublandlord offsets or defenses that Lessee may have against Lessor. (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. c) County shall not be bound by any agreement prepayment of rent, operating expenses, common area maintenance fees, deposits or rental security, or any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations sums deposited with Lessor under the Sublease; 4. bound by any rentLease, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to unless the then current month under the Sublease other than to the extent that such prepayment sum is actually received by County. Notwithstanding the Ground Landlord; 5. bound foregoing, Lessee shall have no obligation to pay to County any prepaid rent received by any amendments or modifications Lessor prior to the termination of the Sublease Master Lease. (d) County shall not be liable for any representations or warranties given or made by Lessor. (e) The Lease shall not be amended or modified without the prior written consent of the Ground LandlordCounty, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, and County shall not be bound by any agreement in modification or amendment of the Sublease Lease made without the written consent of County. (f) County shall not be obligated to cure any default of Lessor under the Lease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof Master Lease or to indemnify Subtenant complete the construction of the Improvements. Lessee shall not be obligated to cure any default of Lessor under either the Lease or Master Lease, nor shall Lessee be responsible for any loss resulting from a failure liability attributable to timely deliver Lessor arising prior to or after Lessee’s attornment to the Subleased Premises or County as its lessor. (g) Lessee agrees to provide execute any tenant improvement allowance additional agreements reasonably requested by the County to Subtenant;document the attornment. 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. (h) Lessee shall not be liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLessor. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord (i) Lessee shall not affect, impair, be liable for any representations or abrogate warranties given or made by Lessor. (j) Lessee shall not be subject to any claims offsets or remedies defenses that Subtenant County may have against Tenant Lessor. (k) Notwithstanding anything to the contrary, Lessee shall not be under any obligation to pay rent to the County until Lessee receives written notice from the County that it has succeeded to the interest of Lessor under the Sublease Lease. From and after receipt of the written notice, the payment by Lessee to County of rentals and other payments then due or otherwisethereafter becoming due to the Lessor under the Lease shall constitute full performance of all obligations with respect to rent payments. (l) County hereby covenants and agrees to provide Lessee written notice of any termination of the Master Lease. (m) County hereby covenants and agrees to provide Lessee written notice of any notices of defaults that County sends to Lessor under the Master Lease. (n) County hereby covenants and agrees to provide Lessee written notice of any assignment of the Master Lease. (o) County hereby covenants and agrees to provide Lessee at least forty- eight (48) hours prior notice before County enters the Premises and the purpose for County’s entry onto the Premises, except in the event of an emergency.

Attornment. A. Subtenant agrees that, in the event of If a termination of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesTermination occurs, Subtenant will does hereby attorn to and recognize Owner as the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees shall be bound to pay and perform Owner under all of the obligations terms, covenants, conditions and provisions of Subtenant pursuant to the Sublease and for the balance of the Sublease shall not terminate but shall become a direct lease between term, all with the Ground Landlord same force and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by effect as if Owner had been the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of original sublandlord under the Sublease. This attornment shall be effective and self-operative without the execution of any further instruments upon Owner’s succeeding to the interest of the sublandlord under the Sublease. Notwithstanding the foregoing, the Ground Landlord Owner shall not be: 1. liable (a) Liable for any act act, omission or omission default of any prior sublandlord (includingincluding the then defaulting Sublandlord) unless such act, without limitationomission or default continues as a default under the Sublease after Subtenant’s attornment, Tenant)but in no event shall there be any liability to complete any Sublandlord’s work, although Subtenant shall have Subtenant’s other rights or remedies with respect to the failure of Sublandlord to complete Sublandlord’s work; (b) Liable for any fact, circumstance damage or condition existing prior other relief attributable to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return any breach of any security deposit representation or letter of credit unless warranty contained in the Ground Landlord is holding the same; 3. bound Sublease by any agreement of Sublandlord or any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1c) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject Subject to any offsets, claims offsets or defenses which Subtenant might have against Sublandlord or any prior sublandlord (including, without limitation, Tenant)except as expressly provided in the Sublease): (d) Bound by any prepayment of rent or additional rent which Subtenant might have paid for more than the current month to Sublandlord or any prior sublandlord; 7. notwithstanding any other provision of this Agreement or the Sublease, bound (e) Bound by any agreement in amendment of the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease waiver or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default forbearance on the part of Tenant Sublandlord or any other prior sublandlord made or given without the written consent of Owner; (f) Bound to make any payment to Subtenant or to perform any construction requirements under in the Sublease (but if (i) the allowances expressly provided in the Sublease shall not be paid to Subtenant or (ii) Subtenant shall exercise Subtenant’s rights to undertake such construction, Subtenant shall have the right of offset expressly provided in the Sublease), ; or (g) Liable to Subtenant in any condition event for any cause whatsoever for damages or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position claims in excess of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained Owner’s interest in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affectProperty, impair, or abrogate any claims or remedies it being expressly agreed that Subtenant may have against Tenant Owner’s liability under the Sublease or otherwiseshall be nonrecourse and that Subtenant’s sole remedy in the event it obtains a judgment against Owner for its default under the Sublease shall be to foreclose such judgment against Owner’s interest in the Property and not to proceed against any other assets of Owner.

Attornment. A. Subtenant agrees that, If Mortgagee succeeds to the interest of Landlord in the event ---------- Lease by reason of a termination foreclosure, dispossession or other proceedings brought by Mortgagee, or by any other manner, Tenant shall be bound to Mortgagee under all of the Ground terms, covenants and conditions of the Lease or for the exercise by balance of the Ground Landlord Term thereof and any extensions thereof effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee were the landlord under the Lease, and Tenant does hereby attorn to Mortgage as its landlord. Such attornment shall be effective and self-operative, without the execution of any further instruments on the part of any of its rights thereunder the parties hereto, immediately upon Mortgagee's succeeding to take possession the interest of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for Lease. In confirmation of such attornment, Tenant shall execute and deliver promptly any certificate or other instrument which Mortgagee may request; provided, that Tenant shall be under no obligation to pay Minimum Rent, -------- Additional Rent or other sums payable under the remainder Lease until Tenant receives written notice from Mortgagee that Mortgagee has succeeded to the interest of Landlord under the term thereof (including all extension periods which have been Lease or are hereafter exercised) that Mortgagee has exercised any right under the Mortgage to collect such payments directly from Tenant. The respective rights and obligations of Tenant and Mortgagee upon such attornment shall be the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant Lease. Such attornment shall also extend to the Sublease successors and the Sublease shall not terminate but shall become a direct lease between the Ground assigns of Landlord including Mortgagee and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereoffuture or successor mortgagees. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, No provision of this Ground Lease shall preclude Landlord from placing Landlord's Liens on Landlord's interest in the event Property or amending such Landlord's Liens, provided that any grant of a termination Landlord's Lien by Landlord shall encumber only Landlord's fee interest and shall not purport to encumber Tenant's leasehold interest. So long as the Ground Lease is in full force and effect, Tenant agrees, upon request of Landlord, to furnish to Landlord a certificate in form reasonably satisfactory to Landlord and the holder of any Landlord's Lien that confirms (i) Tenant is bound under all of the terms and provisions of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof Lease; (including all extension periods which have been or are hereafter exercisedii) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the holder of any Landlord's Lien or foreclosure purchaser (hereinafter, a "Fee Acquiring Party") shall acquire fee title to the Premises, Tenant will attorn to the Fee Acquiring Party; and (iii) there is no default of Landlord under the Ground Lease as of the date prior to the date of certificate other than defaults stated with specificity in the certificate. In such event, such Fee Acquiring Party shall be entitled to all of the rights of Landlord under the Ground Lease as though the interest of Landlord had not been terminated or such foreclosure proceedings had not been instituted; Tenant shall have the same rights and remedies against the Fee Acquiring Party that Tenant might have had under the Ground Lease against Landlord if the Fee Acquiring Party had not succeeded to the interest of Landlord, subject to the waiver of defaults not stated in the certificate described above. Such attornment by the Tenant to the Fee Acquiring Party or any successor thereof shall be effective and self-operative without the execution of any further instruments by any party hereto; provided, however, that the Tenant will, upon request execute a written agreement attorning to such Fee Acquiring Party, affirming the Tenant's obligations under the Lease. In the event that the Fee Acquiring Party succeeds to the position interest of sublandlord the Landlord under the SubleaseLease, or title to the Ground Premises, then such Fee Acquiring Party and any successor thereof shall assume and be bound by the obligations of the Landlord under the Lease which accrue from and after such party's succession to the Landlord's interest in the Property, but such party shall not be: 1. : (i) liable for any act or omission of any prior sublandlord landlord (including, without limitation, Tenantincluding the Landlord), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. ; (ii) liable for the retention, application or return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that not paid over to such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option party; (as defined in the Sublease); 6. iii) subject to any offsets, claims offsets or defenses which Subtenant the Tenant might have against any prior sublandlord landlord (including, without limitation, Tenantincluding the Landlord); 7. notwithstanding any other provision of this Agreement or the Sublease, ; (iv) bound by any agreement in rent or additional rent which the Sublease or otherwise required Tenant might have paid for more than the current month to initially construct, complete or deliver any prior landlord (including the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, Landlord); (v) bound by any agreement in the Sublease amendment or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any modification of the foregoing; 9. liable for Lease made without such party's prior written consent; or incur (vi) obligated to cure any obligations with respect to any breach of warranties or representations defaults of any nature prior landlord under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance Lease which occurred or existed prior to the date on which Ground Landlord succeeds such party succeeded to the position of sublandlord Landlord's interest under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminatedLease. The limitations set forth Nothing in this Agreement as section shall be deemed to waive any of the Ground Landlord shall not affect, impair, or abrogate Tenant's rights and remedies against any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiseprior landlord.

Attornment. A. Subtenant agrees that, 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 of a termination of the Ground Lease any foreclosure proceeding is prosecuted or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been completed or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds Premises or Landlord’s interest therein is transferred by foreclosure, by deed in lieu of foreclosure or otherwise. If this Lease is not extinguished upon any such transfer or by the transferee following such transfer, then, within five Business Days of a written request of such transferee, Tenant shall attorn to such transferee and shall recognize such transferee as the position of sublandlord landlord under the Subleasethis Lease. Tenant agrees that upon any such attornment, the Ground Landlord such transferee shall not be: 1. liable for any act or omission of any prior sublandlord be (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. a) bound by any agreement payment of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit the Monthly Base Rent or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for Additional Rent more than one (1) month in addition to advance, except adequate assurance payments required under Section 18.2 above and prepayments in the then current month nature of security for the performance by Tenant of its obligations under the Sublease other than this Lease, but only to the extent that such prepayment is actually received by the Ground Landlord; 5. prepayments have been delivered to such transferee, (b) bound by any amendments or modifications amendment of the Sublease this Lease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms any Lender existing as of the Sublease in connection with Tenant’s exercise date of the Extension Option such amendment, (as defined in the Sublease); 6. c) liable for damages for any breach, act or omission of any prior landlord, or (d) subject to any offsets, claims offsets or defenses which Subtenant Tenant might have against any prior sublandlord (includinglandlord; provided, without limitationhowever, that Tenant); 7. notwithstanding any other provision ’s agreements hereunder are subject and conditioned upon the transferee’s agreement that after succeeding to Landlord’s interest under this Lease, such transferee shall agree to perform in accordance with the terms of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof Lease all obligations of Landlord arising after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds of transfer. Within ten (10) Business Days of a written request of such transferee, Tenant shall execute, acknowledge and deliver any reasonable document submitted to the position of sublandlord under the Sublease, regardless of whether or not Tenant confirming such event, condition or circumstance continues to exist after such date of succession by Ground Landlordattornment. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such successor landlord ("Successor Landlord") 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 effected in accordance with any option therefor in the event of a termination of Lease, with the Ground Lease or same force and effect as if Successor Landlord were the exercise by landlord under the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesLease, Subtenant will and Tenant shall attorn to and recognize the Ground Landlord as Tenant's landlord under this Lease such Successor Landlord, as its sublandlord landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Sublease for Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the remainder attornment described in this Section 17.02, including but not limited to an Attornment Agreement, but only if such documents do not materially increase any of Tenant's financial obligations under this Lease and are otherwise in a form reasonably acceptable to Tenant. Prior to execution of this Lease, Landlord agrees to make commercially reasonable efforts to (but will not guarantee that it can) obtain from the term thereof holders of any Mortgages or ground leases constituting a lien on the Building at the time of Lease execution, an executed and acknowledged subordination, recognition and non-disturbance agreement in a form reasonably acceptable to tenant. Following execution of this Lease, and provided Tenant is not in default under this Lease, Landlord agrees to make commercially reasonable efforts to (including all extension periods which have been or are hereafter exercisedbut will not guarantee that it can) upon the same terms obtain from any Successor Landlord an executed and conditions as are set forth acknowledged subordination, recognition and non-disturbance agreement in a form reasonably acceptable to Tenant. Such subordination, recognition and non-disturbance agreements may be embodied in the SubleaseMortgagee's customary form of subordination and non-disturbance agreement. If, after exerting commercially reasonable efforts, Landlord is unable to obtain a subordination, recognition and Subtenant hereby non-disturbance agreement from any such Mortgagee or Successor Landlord, Landlord shall have no further obligation to Tenant with respect thereto. Tenant agrees to pay Landlord, within ten (10) calendar days of receipt of written demand therefore, as additional rent, an amount equal to all costs and perform all of the obligations of Subtenant pursuant expenses paid or incurred by Landlord in connection with Landlord's attempt to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenantcomply with this Section 17.02, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant)legal fees, or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing processing costs and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Subleaseadministrative expenses (which legal fees, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient processing costs and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord administrative expenses shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiseexceed $1,000 per occurrence.)

Attornment. A. Subtenant agrees thatIf the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord 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 effected in accordance with any option therefor in the event of a termination of Lease, with the Ground Lease or same force and effect as if Successor Landlord were the exercise by landlord under the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesLease, Subtenant will and Tenant shall attorn to and recognize the Ground Landlord as Tenant’s landlord under this Lease such Successor Landlord, as its sublandlord landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord’s succeeding to the interest of Landlord under the Sublease for Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the remainder of attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth Successor Landlord. Such Non-Disturbance Agreement may be embodied in the SubleaseMortgagee’s customary form of Subordination and NonDisturbance Agreement. If, and Subtenant hereby agrees after exerting diligent, commercially reasonable efforts, Landlord is unable to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become obtain a direct lease between the Ground Landlord and SubtenantNon-Disturbance Agreement from any such Mortgagee, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds have no further obligation to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations Tenant with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordthereto. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf the interest of any Grantor in any of the Intellectual Property Rights is transferred by reason of, or assigned in lieu of foreclosure or other proceedings for enforcement of, the Indenture Documents, then, subject to the provisions set forth herein, the NEC License with respect to such Intellectual Property Rights shall nevertheless continue in full force and effect and, upon the Collateral Agent’s written request, acting at the direction of the Required Holders, the Licensee shall attorn to the transferee of such Intellectual Property Rights (the “Intellectual Property Transferee”). Although the foregoing provisions shall be self-operative, in order to confirm such attornment, upon the event of a termination Collateral Agent’s request, acting at the direction of the Ground Lease or Required Holders, the exercise by Licensee shall execute and deliver to the Ground Landlord Collateral Agent (i) an agreement of any of its rights thereunder attornment in form and content reasonably satisfactory to take possession the Collateral Agent, acting at the direction of the Ground Leased PremisesRequired Holders, Subtenant and the Licensee, at the Collateral Agent’s sole cost and expense, confirming the foregoing attornment and providing that all the terms, covenants, and conditions of the NEC License on the Licensee’s part will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease be performed for the remainder benefit of the Intellectual Property Transferee with the same force and effect as if the Intellectual Property Transferee were the originally named licensor of such Intellectual Property Rights in the NEC License, or (ii) a new license with respect to the transferred Intellectual Property Rights with the Intellectual Property Transferee, as licensor, for the remaining term thereof (including all extension periods which have been or are hereafter exercised) upon of the NEC License with respect to the transferred Intellectual Property Rights and otherwise on the same terms and conditions as are set forth in and with the Subleasesame options, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenantif any, and Ground Landlord then remaining. Nothing herein contained shall be bound construed to obligate the Collateral Agent to cure any default by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord any Grantor under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed NEC License occurring prior to the date on which Ground Landlord the Intellectual Property Transferee succeeds to the position of sublandlord Borrowers’ and the Grantor’s rights, it being expressly agreed that under no circumstances shall the SubleaseCollateral Agent or the Intellectual Property Transferee be obligated to remedy any such default except, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if case of the Ground Lease had not been terminated. The limitations set forth in this Agreement as Intellectual Property Transferee, to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies extent that Subtenant may have against Tenant under such default continues after the Sublease or otherwiseIntellectual Property Transferee takes title to the transferred Intellectual Property Rights and the Intellectual Property Transferee has assumed the obligations with respect to the NEC License as provided in clauses (i) and (ii) above.

Attornment. A. Subtenant agrees that, in If the event lessor of a termination superior lease or the holder of a ---------- superior mortgage succeeds to Landlord's rights under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder successor party ("successor landlord") and upon such successor landlord's written agreement to take possession of the Ground Leased Premisesaccept Tenant's attornment, Subtenant will Tenant shall attorn to and recognize the Ground Landlord successor landlord as its sublandlord Tenant's landlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Subleasethis Lease, and Subtenant 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 agrees irrevocably appoints Landlord or the successor landlord its attorney-in-fact to pay execute and perform all of deliver the obligations of Subtenant pursuant to the Sublease instrument on its behalf. Upon such attornment this Lease shall continue in full force and the Sublease shall not terminate but shall become effect as if it were a direct lease between the Ground Landlord successor landlord and SubtenantTenant upon all of the terms, conditions, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as covenants set forth in Section III B hereof.it and shall be applicable after such attornment. However, the successor landlord shall not: B. Notwithstanding (a) Have any liability for refusal or failure to perform or complete Landlord's work or otherwise to prepare the Leased Premises for occupancy in accordance with the provisions of Section III A hereofExhibit "B" of this Lease; (b) Be obligated under Article X to repair, Subtenant agrees thatrestore, replace, or rebuild the Building or the Leased Premises, in case of total or substantially total damage or destruction, beyond any repair, restoration, or rebuilding that can reasonably be accomplished with the event the Ground Landlord succeeds to the position net proceeds of sublandlord under the Subleaseinsurance actually received by, or made available to, the Ground Landlord shall not be:successor landlord; 1. (c) Be liable for any act of Landlord's previous acts or omission of omissions under this Lease; (d) Be subject to any prior sublandlord (includingoffset, without limitationnot expressly provided for in this Lease, Tenant), or for any fact, circumstance or condition existing prior which has previously accrued to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Tenant against Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. (e) Be bound by any agreement previous modification of any prior sublandlord (includingthis Lease, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for previous prepayment of more than one (1) month month's rent, unless the modification or prepayment has been expressly approved in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received writing by the Ground Landlord; 5. bound by any amendments or modifications lessor of the Sublease made without superior lease or the prior written consent holder of the Ground superior mortgage through or by reason of which the successor landlord has succeeded to Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of 's rights under this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatFor the purposes of this Section, in the event term "Successor ---------- Landlord" shall mean the 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 termination new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease by virtue of having purchased the Ground Lease or Land and the exercise by Building at a foreclosure sale. The Successor Landlord shall accept Xxxxxx's attornment, assume Xxxxxxxx's obligations under the Ground Landlord of any of its rights thereunder to take Lease, and shall not disturb Tenant's quiet possession of the Ground Leased Premises, Subtenant will . Tenant shall attorn to and recognize the Ground such Successor Landlord as its sublandlord Xxxxxx's Landlord under this Lease 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 direct lease between the Sublease for the remainder Successor Landlord and Tenant upon all of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms terms, conditions and conditions covenants as are set forth in this Lease except that the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Successor Landlord shall not: (i) be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any previous act or omission of Landlord under this Lease except that the Successor Landlord shall have a reasonable period of time to cure any continuing breach of this Lease caused by the Landlord's prior sublandlord acts or omissions; (includingii) be subject to any offset, without limitationdeficiency or defense which theretofore shall have accrued to Tenant against Landlord; (iii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month's Base Rent, Tenant)unless such modification or prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee whose name and address shall previously have been furnished to Tenant and through or by reason of which the Successor Landlord shall have succeeded to the 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 factcasualty 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 any lien, circumstance right, power or condition existing prior to the Ground Landlord’s succession in interest, except to if any, which may have arisen or intervened in the extent Ground Landlord had notice period between the recording of such act any Superior Mortgage and the execution of this Lease or omission prior to said succession in interest, such act any lien or omission is continuing and is capable judgment which may arise at any time under the terms of cure by Ground Landlord; 2. this Lease; or (vi) be liable for the return of any security deposit or letter which was not actually transferred to the Successor Landlord. Successor Landlord shall be deemed to have agreed, by taking title to the Building, to undertake all of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s Landlord's obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease Lease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordattornment. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Beneficiary, by its acceptance of this Deed of Trust, hereby acknowledges and agrees that, that the liens granted herein are or will be subject to the rights of certain lessees under: (i) certain Leases in existence on the date hereof; (ii) Leases entered into by Trustor after the date hereof provided that Trustor obtains the written consent of Beneficiary prior to entering into such Leases; and (iii) Leases entered into by Trustor after the date hereof without the consent of Trustor provided that such Lease is described in item 19 of the definition of Permitted Lien set forth in the event of a termination Indenture (each of the Ground Lease or Leases described in clauses (i) (ii) and (iii), a "Permitted Lease"). The rights of the tenants under the Permitted Leases shall not be adversely affected by the exercise by the Ground Landlord Beneficiary of any of its rights thereunder to take possession hereunder, nor shall any such tenant be in any way deprived of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord rights under the Sublease for applicable Permitted Lease except in accordance with the remainder terms of such lease. In the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant event that Beneficiary succeeds to the Sublease and the Sublease interest of Trustor under a Permitted Lease, such Permitted Lease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Beneficiary or pursuant to the judgment of any court in Section III B hereof. B. Notwithstanding an action to enforce the provisions remedies provided for in this Deed of Section III A hereof, Subtenant agrees that, in Trust shall be made subject to such Permitted Lease and the event the Ground Landlord rights of such tenant expressly set forth thereunder. If Beneficiary succeeds to the position interests of sublandlord Trustor in and to the applicable leased premises or under the Subleasesuch Permitted Lease or enters into possession of such leased premises, the Ground Landlord Beneficiary, and such tenants, shall not be: 1. liable for any act or omission be bound to each other under all of any prior sublandlord (includingthe express terms, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice covenants and conditions of such act or omission prior to said succession in interestPermitted Lease, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement Beneficiary was originally the Trustor as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiselessor thereunder.

Attornment. A. Subtenant Tenant further covenants and agrees that, in the event of a termination of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord landlord hereunder any successor to Landlord's interest in this Lease as result of foreclosure or conveyance in lieu thereof under the Sublease for the remainder any deed of the term thereof (including all extension periods which have been trust or are hereafter exercised) upon the same terms and conditions as are set forth in the Subleaseground or underlying lease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease in that event, this Lease shall not terminate but shall become continue as a direct lease between the Ground Landlord Tenant herein and Subtenantsuch successor landlord or its successor. In such case, and Ground Landlord the successor to Landlord's interest hereunder as a result of foreclosure or conveyance under such deed of trust or termination of ground or underlying lease (the "Successor") shall not (i) be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions any prepayment of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, rent or additional rent which Subtenant may have prepaid for more than one (1) month in addition to advance, so that rent shall be payable under this Lease in accordance with its terms, from the then current month under date of the Sublease other than to date of the extent that foreclosure of such deed of trust, or termination of the ground or underlying lease, as if such prepayment is actually received by the Ground Landlord; 5. had not been made, nor (ii) be bound by any amendments amendment or modifications modification of the Sublease this Lease or by any waiver or forbearance by any prior lessor (including Landlord) made or given without the prior written consent of the Ground Landlordsuch Successor, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option nor (as defined in the Sublease); 6. iii) be subject to any offsets, claims offsets or defenses which Subtenant might Tenant may have against any prior sublandlord lessor (includingincluding Landlord), without limitationnor (iv) be liable for any defaults of any prior lessor (including Landlord). Furthermore, Tenant); 7. notwithstanding Landlord's mortgagees shall be discharged of any other provision responsibility hereunder to Tenant which may have arisen (by reason of this Agreement the mortgagee becoming a mortgagee in possession, a lessor or the Sublease, bound by any agreement otherwise) after such mortgagee disposes of its interest in the Sublease building of which the demised premises forms a part. Tenant hereby agrees not to look to Landlord's mortgagees, as mortgagees, mortgagees in possession, or otherwise required successor in title to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof building or to indemnify Subtenant any leasehold interest in the land for accountability for any loss resulting from a failure security deposit required or held by Landlord hereunder, unless and to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound extent that such sums have actually been received by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone said mortgagees as security for or on account Tenant's performance of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordthis Lease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, If Landlord is in default under the event of a termination Trust Deed after ---------- expiration of the Ground Lease applicable period that Landlord has in which to cure its default, and if a foreclosure sale takes place due to such default, or if Superior Mortgagee shall notify Tenant of such transfer of title to the exercise by Property or if Superior Mortgagee becomes the Ground new Landlord of any the Building, after receipt of its rights thereunder to take possession of the Ground Leased Premisessuch notice, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Subleaseeffective date of such transfer of title, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had after Tenant has received written notice of such act or omission prior transfer of title, Tenant shall attorn to said succession Superior Mortgagee and shall recognize Superior Mortgagee as Tenant's landlord under the EXHIBIT D-1 Lease, and Tenant agrees to execute any instruments reasonably requested to evidence such attornment. Upon attornment, the Lease shall continue in interestfull force and effect, such act or omission is continuing so long as a Tenant Default has not occurred, and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant shall perform all Tenant) to provide a letter of credit or other security for sublandlord’s 's obligations under the Sublease; 4. bound by any rentLease directly to Superior Mortgagee, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to as if Superior Mortgagee were the then current month landlord under the Sublease other than Lease. Tenant agrees to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by make any amendments or modifications of the Sublease made without the prior written consent Lease requested by Superior Mortgagee hereunder, provided that such modifications do not adversely affect any right of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease Lease or otherwiseincrease any of Tenant's monetary obligations under the Lease.

Attornment. A. Subtenant agrees thatIf any Fee Mortgagee, in the event of a termination of the Ground Lease or the exercise by the Ground Landlord of any of its successors or assigns, or any other person claiming by or through any such Fee Mortgagee or by or through any foreclosure proceeding of any such Fee Mortgagee shall succeed to the rights thereunder to take possession of Landlord under this Lease, such Fee Mortgagee or other person shall accept this Lease and recognize Tenant as the holder of all of the Ground Leased Premisesrights of Tenant hereunder, Subtenant will and Tenant shall attorn to and recognize such successor as Tenant's landlord under this Lease, and such successor and Tenant 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 Ground event that the Fee Mortgagee thereunder shall succeed to the rights of Landlord under this Lease pursuant to foreclosure, deed in lieu of foreclosure or other proceedings, such Fee Mortgagee shall recognize all Tenancy Agreements which were in effect immediately prior to such foreclosure or other proceedings pursuant to their terms, including any covenant of quiet enjoyment contained in such Tenancy Agreements, so long as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are particular Resident is not in default beyond any applicable cure period set forth in the Subleaseits Tenancy Agreements. Upon such attornment, this Lease shall continue in full force and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become effect as a direct lease between Tenant and such successor Landlord, upon and subject to all of the Ground Landlord then executory terms, covenants and Subtenant, and Ground Landlord conditions of this Lease. The provisions of this Section 7.01(b) shall be bound by self-operative and perform all obligations imposed no instrument of any such attornment shall be required or needed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission holders of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2Fee Mortgage. liable for the return In confirmation of any security deposit such attornment, Tenant shall, at Landlord's request or letter at the request of credit unless the Ground Landlord is holding the same; 3. bound any such Fee Mortgagee, promptly execute and deliver such further instruments as may be reasonably required by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordFee Mortgagee. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Tenant covenants and agrees thatto attorn to the Agent or any other Foreclosure Transferee, as Tenant's new landlord, and agrees that the Lease shall continue in full force and effect as a direct lease between Tenant and the event of a termination Agent or any other Foreclosure Transferee, if applicable, upon all of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premisesterms, Subtenant will attorn to covenants, conditions and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are agreements set forth in the SubleaseLease; provided, however, the Agent, Lenders or such other Foreclosure Transferee shall not be: (a) liable for any act, omission or breach of warranty or representation of any prior landlord, including Landlord; provided, however, if Tenant has provided Ageut a copy of any notices delivered to Landlord of a default by Landlord, Agent or the Foreclosure Transferee, as the case may be, will be obligated under the Lease for any default of Landlord stated in said notice delivered to Agent, which is reasonably susceptible to being cured and which continues and remains uncured at the time Agent or such other Foreclosure Transferee obtains possession or title to the Land, in which case, Agent or the Foreclosure Transferee will be afforded thirty (30) days from the later of (i) Agent or the Foreclosure Transferee obtaining possession or title to the Land, or (ii) Agent's or the Foreclosure Transferee's receipt of a notice from Tenant specifying such default. Unless such default is of such a nature to reasonably require more than thirty (30) M - 2 days to cure and then, Agent or the Foreclosure Transferee shall be permitted such additional time as is reasonably necessary to effect such cure, if Agent or the Foreclosure Transferee is proceeding diligently. to cure such default. Notwithstanding the foregoing, Agent or the Foreclosure Transferee will not be liable for any act, omission or breach of warranty or representation of any prior landlord occurring prior to Agent filing a foreclosure· proceeding against the Land, unless Tenant has given Agent written notice ofthe default prior to such filing; (b) subject to any offset, defense or counterclaim which Tenant might be entitled to assert against any prior landlord, including Landlord; provided, however, if (i) Tenant has complied with Tenant's obligations under the Lease (if any) to preserve Tenant's rights in case of Landlord default by giving Landlord written notice specifying such default and (ii) Tenant has provided Agent a copy of such notification, Tenant shall be entitled to exercise any contractual self-help and offset rights permitted under the Lease with respect to any default of Landlord that (i) continues and remains uncured at the time Agent or such other Foreclosure Transferee obtains possession, control or title to the Premises, and Subtenant hereby agrees to pay and perform all of (ii) that is not cured by Agent or the obligations of Subtenant pursuant to Foreclosure. Transferee, as the Sublease and case may be, within the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as cure period set forth in Section III B hereof. B. subsection (a) above. Notwithstanding the provisions of Section III A hereofforegoing, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord Tenant shall not be: 1. liable for be entitled to any act offsets rights against Agent or omission of such Foreclosure Transferee which Tenant might be entitled to assert against any prior sublandlord (including, without limitation, Tenant), landlord relating to acts or for any fact, circumstance or condition existing omissions that occurred prior to Agent filing a foreclosure proceeding against the Ground Landlord’s succession in interestLand, except to the extent Ground Landlord had unless Tenant has given Agent written notice of such act or omission the default prior to said succession in interestsuch filing, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. but Tenant shall still have rights to self-help; (c) bound by any agreement payment of any prior sublandlord (includingrent, without limitation, Tenant) to provide a letter of credit additional rent or other security for sublandlord’s obligations under the Sublease; 4. bound sum made by any rent, percentage rent, or additional rent which Subtenant may have prepaid Tenant to Landlord for more than one (1) month in addition to the then current month advance of its due date under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. Lease; (d) bound by any amendments amendment or modifications modification of the Sublease Lease, any assignment of the Lease, or any subletting the Lease hereafter made without the prior written consent of the Ground LandlordAgent, excepting amendments or modifications to the Sublease that are made consistent with extent such amendment or modification matenally and adversely alters the terms rights, duties or obligations of Landlord under the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsetsLease, claims or defenses which Subtenant might have against any prior sublandlord (including, including without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement (i) a change in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises initial or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any renewal term of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLease,. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Tenant agrees that, that upon any termination of Landlord’s interest in the event of a termination Premises, Tenant shall, upon request, attorn to the person or organization then holding title to the reversion of the Ground Lease or Premises (the exercise by “Successor”) and to all subsequent Successors, and shall pay to the Ground Landlord of any of its rights thereunder to take possession Successor all of the Ground Leased Premises, Subtenant will attorn rents and other monies required to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay be paid by Tenant hereunder and perform all of the other terms, covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall so request from such Successor in writing, such Successor shall execute and deliver to Tenant an instrument wherein such Successor agrees that as long as an Event of Subtenant pursuant to the Sublease and the Sublease shall Default does not terminate but shall become a direct lease between the Ground Landlord and Subtenantexist under this Lease, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding Tenant's possession under the provisions of Section III A hereof, Subtenant agrees that, in this Lease shall not be dis­turbed by such Successor.. In the event that the Ground Landlord Mortgagee succeeds to the position interest of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing hereunder and is capable advised by its counsel that all or any portion of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, Annual Base Rent or additional rent which Subtenant payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have prepaid for more than one (1) month the right at any time, from time to time, to notify Tenant in addition writing of the required changes to the then current month under the Sublease other than Lease. Tenant shall execute all documents necessary to the extent effect any such amendment within ten (10) days after written request from Mortgagee, as landlord, provided that in no event shall such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with amendment increase Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims payment obligations or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of liability under this Agreement Lease or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any reduce Landlord’s obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordhereunder. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of the termination of any ground or underlying leases or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Successor Landlord”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Successor Landlord were Landlord under this Lease, and Tenant does hereby agree to attorn to the Successor Landlord, including the mortgagee under any such mortgage or the lessor under any such ground lease if it be the Successor Landlord, as its landlord under this Lease upon the then existing terms of this Lease. The foregoing attornment shall be effective and self-operative without the execution of any further instruments, upon the Successor Landlord succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees that, in to execute any reasonable instrument(s) which Successor Landlord or its prospective mortgagee may deem desirable to evidence said attornment by Tenant. In the event of a termination such transfer of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesLandlord's interests, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor by acceptance of Rent from Tenant hereunder shall become liable and perform responsible to Tenant in respect to all obligations imposed by of “Landlord” arising during the Subleaseperiod of such successor Landlord's ownership of Landlord's interest hereunder, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall and not be: 1. liable for any act obligations of Landlord or omission of any prior sublandlord (including, without limitation, Tenant), successor Landlord or for any fact, circumstance claim by or condition existing cause of action of Tenant arising or accruing prior to such successor Landlord's becoming the Ground owner of Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations 's interest under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, If Landlord’s interest in the event Premises is transferred to or acquired by a Fee Mortgagee or any purchaser at a foreclosure sale (a “Foreclosure Purchaser”), (i) Tenant shall be bound to such Fee Mortgagee or Foreclosure Purchaser under the terms of a termination of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premisesthis Lease, Subtenant will (ii) Tenant shall thereafter attorn to and recognize such Fee Mortgagee or Foreclosure Purchaser, as the Ground Landlord as its sublandlord under landlord hereunder, after it is notified of such transfer, unless this Lease is terminated in accordance with the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth provisions contained in the Subleasethis Lease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord (iii) such Fee Mortgagee or Foreclosure Purchaser shall be bound by all of the terms of this Lease that are applicable to Landlord and perform shall, subject to the other terms of this section, satisfy all of Landlord’s obligations imposed by and liabilities hereunder. The foregoing provision shall be self-operative; provided, however, Tenant shall, upon written demand, execute documentation confirming the Sublease, except as matters set forth in Section III B hereof. B. Notwithstanding this section. Any Fee Mortgagee or Foreclosure Purchaser succeeding to the provisions interest of Section III A hereof, Subtenant agrees that, Landlord in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord Premises shall not be: 1. liable for any act or omission of any prior sublandlord be (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. i) bound by any agreement payment of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound Rent made by any rent, percentage rent, or additional rent which Subtenant may have prepaid for Tenant more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlordadvance, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject ii) liable due to any offsets, claims act or defenses which Subtenant might have against any omission of a prior sublandlord landlord (including, without limitation, TenantLandlord); 7. notwithstanding , provided to the extent any other provision of default by Landlord under this Agreement Lease is continuing, such Fee Mortgagee or Foreclosure Purchaser, as applicable, shall be responsible for curing the Sublease, bound by any agreement same after it acquires Landlord’s interest in the Sublease or otherwise required to initially constructPremises, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect (iii) subject to any breach of warranties offsets or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission defenses of Tenant arising or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed related to periods prior to the date on which Ground Landlord succeeds the Fee Mortgagee or Foreclosure Purchaser acquires such interest, or (iv) responsible for any security or other deposit not transferred to the position it or (v) bound by any amendment of sublandlord under the Subleasethis Lease that is not approved by it, regardless of whether in writing, or is not such event, condition or circumstance continues to exist after such date of succession in writing and signed both by Ground Xxxxxx and Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Tenant understands and hereby acknowledges that the Landlord herein is the lessee under the Master Lease and that this Lease is subject and subordinate to such Master Lease and any amendments thereto. Tenant covenants and agrees thatthat if, in by reason of any default upon the event of a termination part of the Ground Landlord herein as lessee under such Master Lease, the Master Lease is terminated by summary proceedings, voluntary agreement or the exercise as otherwise permitted or required by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premiseslaw, Subtenant will Tenant shall attorn to and recognize the Ground lessor under such Master Lease as Tenant's landlord under this Lease. The provisions of this Section 13.02 are automatically effective without the necessity of further action by Tenant, Landlord as its sublandlord or the lessor under the Sublease for the remainder Master Lease. Tenant agrees to execute and deliver at any time, upon request of Landlord or of the term thereof (including all extension periods lessor under the Master Lease or of any person. firm or corporation which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant shall succeed to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground interest of Landlord and Subtenantor of such lessor, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding an instrument to evidence such attornment. Tenant waives the provisions of Section III A hereof, Subtenant agrees that, any law now or hereinafter in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act effect or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement Lease which may give Tenant any right of election to terminate this Lease or to surrender possession of the leased premises in the event that any proceeding is brought by the lessor under such Master Lease to terminate such Master Lease or in the event that any proceeding is brought by any mortgagee to foreclose any mortgage affecting the fee title to, or Landlord's interest in, the leased premises or the SubleaseMaster Lease. In the event any proceedings are brought for the foreclosure of, bound by any agreement or in the Sublease 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 leased premises, or in the event Landlord sells, conveys or otherwise required to initially construct, complete or deliver transfers its interest in the Subleased Premises Shopping Center or any portion thereof or any improvement thereof or containing the leased premises, this Lease shall remain in full force and effect and Tenant hereby attorns to, and covenants and agrees to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement execute an instrument in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior writing reasonably satisfactory to the date on which Ground new owner whereby Tenant attorns to such successor in interest and recognizes such successor as the Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordthis Lease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant If for any reason the leasehold estate of Landlord as Tenant under any underlying lease is terminated by summary proceedings or otherwise, Tenant will attorn to the Landlord under such underlying Lease and will recognize such Landlord as Tenant's Landlord under this (sub)lease. Tenant agrees thatto execute and deliver, at any time, and from 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 the Landlord under such underlying lease the attorney-in-fact, irrevocable, of Tenant to execute and deliver any such instrument for and on behalf of Tenant. Tenant further waives the provisions of any statute or rule of law now or election to terminate this (sub)lease or to surrender possession of the Premises in the event of a termination of the Ground Lease such underlying lease terminates or the exercise any such proceeding is brought by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Subleasesuch underlying lease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease that his (sub)lease shall not terminate but be affected in any way whatsoever by any such proceeding or termination. COMMON AREA MAINTENANCE COST PARAGRAPH 44 Base Project Operating Expenses as defined in Paragraph 3 shall become a direct lease between the Ground Landlord also include Landlord's costs and Subtenant, and Ground Landlord shall be bound by and perform expenses incurred as Landlord's share of common area maintenance all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding Article 29 of the provisions underlying Land Lease between the Trustees of Section III A hereofPrinceton University as landlord and Landlord as tenant. NOTICE REGARDING TENANT'S MOVING IN OR OUT PARAGRAPH 45 Two days prior to any move into or out of the Premises, Subtenant agrees thatTenant must notify National Business Parks, as Agent for 300 CRA LLC, of the following: the name of the Moving Company, Moving Company representative in charge of the move, and Moving Company's phone number. All moves must be done during the work week (Monday through Friday, inclusive between the hours of 7:30 A.M. and 4:30 P.M.). No elevators will be available Saturday, Sunday or holidays or after 4:30 P.M. on other days. The insurance evidence in the event the Ground form required by Paragraph 19 hereof must be delivered to Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications commencement of the Sublease made without the prior written consent Tenant's move into or out of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordPremises. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatUpon the written request of any person or party succeeding to the interest of Landlord under this Lease, Tenant shall automatically become the tenant of and attorn to such successor in interest without any change in any of the event terms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, except payments of security for the performance by Tenant of Tenant's obligations under this Lease, or (b) subject to any offset, defense or damages arising out of a termination of the Ground Lease default or the exercise by the Ground Landlord any obligations of any of preceding Landlord. Neither Landlord's Mortgagee nor its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth successor in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord interest shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions any amendment of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had this Lease entered into after Tenant has been given written notice of such act or omission prior to said succession in interest, such act or omission is continuing the name and is capable address of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made Land1ord's Mortgagee and without the prior written consent of the Ground Landlord's Mortgagee or such successor in interest. The subordination, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision attornment and mortgagee protection clauses of this Agreement Article 16 shall be self-operative and no further instruments of subordination attornment or the Sublease, bound mortgagee protection need be required by any agreement Landlord's Mortgagee or successor in interest thereto. Nevertheless, upon the Sublease written request therefor and without any compensation or otherwise required consideration being payable to initially constructTenant, complete Tenant agrees to execute, have acknowledged and deliver such instruments as may be requested to confirm the same. Tenant shall from time to time, if so requested by Landlord and if doing so will not materially and adversely affect Tenant's economic interests under this Lease, join with Landlord in amending this Lease so as to meet thee needs or deliver the Subleased Premises requirements of any lender that is considering making or that has been made a loan secured by all or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordthee Complex. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatIf the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord 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 effected in accordance with any option therefor in the event of a termination of Lease, with the Ground Lease or same force and effect as if Successor Landlord were the exercise by landlord under the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesLease, Subtenant will and Tenant shall attorn to and recognize the Ground Landlord as Tenant’s landlord under this Lease such Successor Landlord, as its sublandlord landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord’s succeeding to the interest of Landlord under the Sublease for Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the remainder of attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth Successor Landlord. Such Non-Disturbance Agreement may be embodied in the SubleaseMortgagee’s customary form of Subordination and Non-Disturbance Agreement. If after exerting diligent, and Subtenant hereby agrees commercially reasonable efforts, Landlord is unable to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become obtain a direct lease between the Ground Landlord and SubtenantNon-Disturbance Agreement from any such Mortgagee, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds have no further obligation to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations Tenant with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordthereto. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, in Lender and Tenant agree that upon the event conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a termination deed or assignment in lieu of foreclosure or otherwise, the Lease shall not be terminated or affected thereby (at the option of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession transferee of the Ground Leased Premises, Subtenant will attorn to and recognize Property (the Ground Landlord as its sublandlord under “Transferee”) if the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are Conditions set forth in Section 2 above have not been met at the Sublease, and Subtenant hereby agrees to pay and perform all time of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate such transfer) but shall become continue in full force and effect as a direct lease between the Ground Landlord Transferee and SubtenantTenant upon all of the terms, covenants and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as conditions set forth in Section III B hereof. B. Notwithstanding the Lease and in that event, Tenant agrees to attorn to the Transferee and the Transferee shall accept such attornment, and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of Section III A hereofthe Lease or to reimburse Tenant for any construction work done by Tenant, Subtenant agrees that, in (b) liable (i) for Landlord’s failure to perform any of its obligations under the event the Ground Landlord succeeds Lease which have accrued prior to the position date on which the Transferee shall become the owner of sublandlord under the SubleaseProperty, the Ground Landlord shall not be: 1. liable or (ii) for any act or omission of. Landlord, whether prior to or after such foreclosure or sale, (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of any prior sublandlord (including, without limitation, Tenant)fire, or for other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (d) required to make any factcapital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, circumstance but had not completed, or condition existing to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the Ground Landlord’s succession in interestdate upon which the Transferee shall become the owner of the Property, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. (f) liable for the return of any rental security deposit or letter of credit deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such sums are actually received by the Ground Landlord is holding the same; 3. Transferee, (g) bound by any agreement payment of any prior sublandlord (includingrents, without limitation, Tenant) to provide a letter of credit additional rents or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent sums which Subtenant Tenant may have prepaid for paid more than one (1) month in addition advance to the then current month under the Sublease other than to the extent that any prior Landlord unless (i) such prepayment is sums are actually received by the Ground Landlord; 5. Transferee or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound by to make any amendments payment to Tenant which was required under the Lease, or modifications of the Sublease otherwise, to be made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with time the terms of the Sublease in connection with TenantTransferee succeeded to Landlord’s exercise of the Extension Option interest, (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, i) bound by any agreement in amending, modifying or terminating the Sublease Lease made without the Transferee’s prior written consent prior to the time the Transferee succeeded to Landlord’s interest or otherwise required to initially construct(j) bound by any assignment of the Lease or sublease of the Property, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceedsthereof, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed made prior to the date on which Ground Landlord succeeds time the Transferee succeeded to Landlord’s interest other than if pursuant to the position provisions of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, in Lender and Tenant agree that if Lender shall succeed to the event rights of Landlord under the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a termination deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Ground Property, the Lease shall not be terminated or the exercise by the Ground Landlord of any of its rights thereunder to take possession affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the Ground Leased Premisesterms, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms covenants and conditions as are set forth in the SubleaseLease, and Subtenant hereby in that event, Tenant agrees to pay attorn to Lender and perform all Lender agrees to accept such attornment; provided, however, that the provisions of the obligations Security Instrument shall govern with respect to the disposition of Subtenant any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the Sublease and provisions of the Sublease shall not terminate but Lease, or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for Landlord's failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become a direct lease between the Ground Landlord and Subtenantowner of the Property, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds or succeeded to the position rights of sublandlord Landlord under the SubleaseLease, the Ground Landlord shall not be: 1. liable or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale; (c) required to make any prior sublandlord (including, without limitation, Tenant)repairs to the Property or to the premises demised under the Lease required as a result of fire, or for other casualty or by reason of condemnation unless Landlord shall be obligated under the Lease to make such repairs, and Lender shall have received or be entitled to receive sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs; (d) required to make any factcapital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, circumstance but had not completed, or condition existing to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the Ground Landlord’s succession date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in interestaccordance with the Lease, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure sums are actually received by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. Lender; (g) bound by any agreement payment of any prior sublandlord (includingrents, without limitation, Tenant) to provide a letter of credit additional rents or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent sums which Subtenant Tenant may have prepaid for paid more than one (1) month in addition advance to the then current month under the Sublease other than to the extent that any prior Landlord unless (i) such prepayment is sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by Lender; (h) bound to make any payment to Tenant which was required under the Ground Landlord; 5. bound by any amendments or modifications of the Sublease Lease, otherwise to be made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option time Lender succeeded to Landlord's interest; (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, i) bound by any agreement in amending, modifying or terminating the Sublease lease made without Lender's prior written consent prior to the time Lender succeeded to Landlord's interest; or otherwise required to initially construct(j) bound by any assignment of the Lease or sublease of the Property, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceedsthereof, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed made prior to the date on which Ground Landlord succeeds time Lender succeeded to Landlord's interest other than if pursuant to the position provisions of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees thatFor the purposes of this Section, in the event term "SUCCESSOR LANDLORD" shall mean the 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 termination new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease by virtue of having purchased the Ground Lease or Land and the exercise by Building at a foreclosure sale. At the Ground request of a Successor Landlord of any of its rights thereunder and upon such Successor Landlord's written agreement to take accept Tenant's attornment, and to not disturb Tenant's quiet possession of the Ground Leased Premises, Subtenant will Tenant shall attorn to and recognize the Ground such Successor Landlord as its sublandlord Tenant's Landlord under this Lease and shall promptly execute and deliver an instrument in the Sublease for form attached as EXHIBIT F-1 (Construction Lender) or EXHIBIT F-2 (Permanent Lender) or any other instrument that such Successor Landlord may reasonably request to evidence such attornment and approved by Tenant, which approval shall not be unreasonably withheld. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the remainder Successor Landlord and Tenant upon all of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms terms, conditions and conditions covenants as are set forth in this Lease except that the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Successor Landlord shall not: (i) be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any previous act or omission of Landlord under this Lease except that Tenant shall retain all rights and remedies available to Tenant at law or pursuant to the Lease against Landlord; (ii) be subject to any prior sublandlord (includingoffset, without limitationdeficiency or defense which theretofore shall have accrued to Tenant against Landlord except to the extent such offsets or defenses arise out of acts or omissions of Successor Landlord, and provided further, that nothing herein shall limit Tenant)'s offsets or defenses which shall accrue to Tenant against Successor Landlord during the time Successor Landlord holds title to or has possession of the Premises for breach of the maintenance and repair responsibilities or for breach of the covenant of quiet enjoyment under the Lease, or for any factoffsets or defenses which arise therefrom; (iii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month's Base Rent, circumstance unless such modification or condition existing prior prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the Ground Landlord’s succession 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, except to if any, which may have arisen or intervened in the extent Ground Landlord had notice period between the recording of such act any Superior Mortgage and the execution of this Lease or omission prior to said succession in interest, such act any lien or omission is continuing and is capable judgment which may arise at any time under the terms of cure by Ground Landlord; 2. this Lease; or (viii) be liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition was not actually transferred to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Successor Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant Tenant hereby agrees that, that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord in the event of a termination respect of the Ground land and the buildings governed by this Lease or the exercise by the Ground Landlord upon any foreclosure of any Mortgage upon such land or buildings or upon the execution of its rights thereunder any deed in lieu of foreclosure in respect to take possession such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the terms of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease this Lease for the remainder duration of the term of this Lease. Tenant’s attornment shall be effective and self- operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof (including all extension periods which have been to Tenant. If requested, Tenant shall execute and deliver an instrument or are hereafter exercised) upon the same terms and conditions instruments confirming its attornment as are set forth in the Subleaseprovided for herein; provided, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenanthowever, and Ground Landlord that no such Mortgagee or successor-in-interest shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions any payment of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid Base Rent for more than one (1) month in addition advance, or any amendment or modification of this Lease made without the express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, nor for the return of any sums which Tenant may have paid to the then current month Landlord under the Sublease other than this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such prepayment is sums are actually received delivered by the Ground Landlord; 5Landlord to Mortgagee. bound If Mortgagee, by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications succeeding to the Sublease that are made consistent with interest of Landlord under this Lease, should become obligated to perform the terms covenants of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsetsLandlord hereunder, claims or defenses which Subtenant might have against any prior sublandlord (includingthen, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitationupon, any warranties or representations regarding usefurther transfer of Landlord’s interest by Mortgagee, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not all such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement obligations shall terminate as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiseMortgagee.

Attornment. A. Subtenant Beneficiary hereby acknowledges and agrees that, that the liens granted herein are subject to the rights of certain lessees under the leases as set forth in the event Credit Agreement and will be subject to the rights of a termination lessees under any Leases entered into by Trustor after the date hereof which are permitted as Permitted Real Estate Liens pursuant to the Credit Agreement, subject to the express rights contained in the applicable Lease. The rights of the Ground Lease or tenants under the Leases to the leased premises shall not be adversely affected by the exercise by the Ground Landlord Beneficiary of any of its rights thereunder to take possession hereunder, nor shall any such tenant be in any way deprived of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord rights under the Sublease for applicable Lease except in accordance with the remainder terms of such Lease. In the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant event that Beneficiary succeeds to the Sublease and the Sublease interest of Trustor under a Lease, such Lease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Beneficiary or pursuant to the judgment of any court in Section III B hereof. B. Notwithstanding an action to enforce the provisions remedies provided for in this Deed of Section III A hereof, Subtenant agrees that, in Trust shall be made subject to such Lease and the event the Ground Landlord rights of such tenant expressly set forth thereunder. If Beneficiary succeeds to the position interests of sublandlord Trustor in and to the applicable leased premises or under the Subleasesuch Lease or enters into possession of such leased premises, the Ground Landlord Beneficiary, and such tenants, shall not be: 1. liable for any act or omission be bound to each other under all of any prior sublandlord (includingthe express terms, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice covenants and conditions of such act or omission prior to said succession in interestLease, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement Beneficiary was originally the Trustor as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiselessor thereunder.

Attornment. A. Subtenant agrees thatTenant shall attorn to, and recognize as Tenant's landlord under the Lease, Lender or any other person who may acquire title to the Property upon foreclosure of the Deed of Trust or by conveyance in lieu of such foreclosure. The provisions of this paragraph shall be self-executing and no further writing or other formal act of attornment shall be required, but Tenant shall, upon the event request of any person so acquiring title to the Property, execute and deliver to such person an instrument in recordable form acknowledging such attornment, but not otherwise modifying or amending Tenant's obligations under the Lease. From and after any such attornment, Lender or any other person who may acquire title to the Property upon or in lieu of a termination foreclosure of the Ground Lease or the exercise by the Ground Landlord Deed of any of its rights thereunder Trust shall be bound to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord Tenant under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations terms, covenants and conditions of Subtenant pursuant to the Sublease and the Sublease Lease; provided, however, that Lender or such other person shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. (a) liable for any act or omission of any prior sublandlord landlord (including, without limitation, including Landlord); (b) bound by Tenant), or 's payment to any prior landlord (including Landlord) under the Lease of any rents beyond that due for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. then-current rent period; (c) liable for the return or application of any security deposit deposits unless Landlord delivers such deposits to Lender or letter of credit unless the Ground Landlord is holding the same; 3. such other person; (d) bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit amendment or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition modification to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease Lease made without the prior Lender's written consent, which consent of the Ground Landlord, excepting amendments shall not be unreasonably withheld; or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. e) subject to any offsets, claims offsets or defenses deficiencies which Subtenant Tenant might have be entitled to assert against any prior sublandlord landlord (including, without limitation, Tenantincluding Landlord); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that, in If the event lessor of a termination superior lease or the holder of a superior mortgage succeeds to Landlord's rights under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder successor party ("successor landlord") and upon such successor landlord's written agreement to take possession of the Ground Leased Premisesaccept Tenant's attornment, Subtenant will Tenant shall attorn to and recognize the Ground Landlord successor landlord as its sublandlord Tenant's landlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Subleasethis Lease, and Subtenant 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 agrees irrevocably appoints Landlord or the successor landlord its attorney-in-fact to pay execute and perform all of deliver the obligations of Subtenant pursuant to the Sublease instrument on its behalf. Upon such attornment this Lease shall continue in full force and the Sublease shall not terminate but shall become effect as if it were a direct lease between the Ground Landlord successor landlord and SubtenantTenant upon all of the terms, conditions, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as covenants set forth in Section III B hereof.it and shall be applicable after such attornment. However, the successor landlord shall not: B. Notwithstanding (a) Be obligated under Article X to repair, restore, replace, or rebuild the provisions of Section III A hereof, Subtenant agrees thatBuildings or the Leased Premises, in case of total or substantially total damage or destruction, beyond any repair, restoration, or rebuilding that can reasonably be accomplished with the event the Ground Landlord succeeds to the position net proceeds of sublandlord under the Subleaseinsurance actually received by, or made available to, the Ground Landlord shall not be:successor landlord; 1. (b) Be liable for any act of Landlord's previous acts or omission of omissions under this Lease; (c) Be subject to any prior sublandlord (includingoffset, without limitationnot expressly provided for in this Lease, Tenant), or for any fact, circumstance or condition existing prior which has previously accrued to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Tenant against Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. (d) Be bound by any agreement previous modification of any prior sublandlord (includingthis Lease, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for previous prepayment of more than one (1) month month's rent, unless the modification or prepayment has been expressly approved in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received writing by the Ground Landlord; 5. bound by any amendments or modifications lessor of the Sublease made without superior lease or the prior written consent holder of the Ground superior mortgage through or by reason of which the successor landlord has succeeded to Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of 's rights under this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees If at any time prior to the expiration or termination of this Lease, Superior Lessor or Superior Mortgagee or any person, or Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (Superior Lessor, Superior Mortgagee and any such peson or successor or assign succeeding to the rights of Landlord under this Lease by reason of Landlord's default under a Superior Lease or Superior Mortgage being herein collectively referred to as "Successor Landlord") shall succeed, through possession, surrender, assignment, subletting, foreclosure or delivery of a new lease or deed or otherwise, to the rights of Landlord under this Lease by reason of Landlord's default under a Superior Lease or Superior Mortgage. Tenant agrees, at the election and upon request of any such Successor Landlord, as Tenant's Landlord under this Lease upon the then executory terms of this Lease; provided such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provisions of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the terminationof the Superior Lease or the foreclosure of the Superior Mortgage, shall be self-operative upon any such demand, an no further instrument shall be required to give effort to said provisions. Tenant, however, upon demand of any such Successor Landlord, shall execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section, satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant, such appointment being coupled with an interest. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease except that such Successor Landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modifiation or prepayment shall have been approved in writing by Superior Lessor or Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of such Landlord under this Lease; (iv) liable for any security deposited pursuant to this Leaseunless such security has actually been delivered to Successor Landlord; (v) obligated to repair the Premises or the Building or any part thereof in the event of a termination total or substantial damage, beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; (vi) obligated to repair the Ground Lease Premises or the exercise by the Ground Landlord of Building or any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term part thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: 1. liable for any act or omission net proceeds of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior award actually made available to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Successor Landlord, excepting amendments or modifications as consequential damages allocable to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant the Premises or the Building not taken; or (vii) obligated toperform any other prior sublandlord under work in order to prepare the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies Premises for the nonperformance of any agreement Tenant's occupancy thereof. Nothing contained in the Sublease which Tenant had this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiselessee.

Attornment. A. Subtenant agrees thatTenant shall at Landlord's request within ten (10) business days of request, promptly execute any requisite or appropriate document confirming the foregoing subordination. If Tenant fails to execute and deliver any such certificate or other document within such ten (10) business day period, Tenant shall pay Landlord as additional rent the sum of Five Thousand Dollars ($5,000) for each day after the tenth (10th) business day that Tenant has not executed and delivered such document. 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 of a termination of the Ground Lease any foreclosure proceeding is prosecuted or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been completed or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the SubleaseBuilding, the Ground Landlord Project or Landlord's interest therein is transferred by foreclosure, by deed in lieu of foreclosure or otherwise. If this Lease is not extinguished upon any such transfer or by the transferee following such transfer, then, at the request of such transferee, Tenant shall attorn to such transferee and shall recognize such transferee as the landlord under this Lease. Tenant agrees that upon any such attornment, such transferee shall not be: 1. liable for any act or omission of any prior sublandlord : (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. a) bound by any agreement payment of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, Base Rent or additional rent which Subtenant may have prepaid for more than one (1) month in addition to advance, except prepayments in the then current month nature of security for the performance by Tenant of its obligations under the Sublease other than this Lease, but only to the extent that such prepayment is actually received by the Ground Landlord; 5. prepayments have been delivered to such transferee; (b) bound by any amendments or modifications amendment of the Sublease this Lease made without the prior written consent of the Ground holder of each Mortgage existing as of the date of such amendment; (c) liable for damages for any breach, act or omission of any prior landlord, except for the payment of the Landlord, excepting amendments or modifications 's Contribution and except for any breach of any prior landlord which continues after such transferee has acquired title to the Sublease that are made consistent with Building, the terms of the Sublease in connection with Tenant’s exercise of the Extension Option Project or Landlord's interest therein; or (as defined in the Sublease); 6. d) subject to any offsets, claims offsets or defenses which Subtenant Tenant might have against any prior sublandlord (includinglandlord; provided, without limitationhowever, Tenant); 7. notwithstanding any other provision that after succeeding to Landlord's interest under this Lease, such transferee shall agree to perform in accordance with the terms of this Agreement Lease all obligations of Landlord arising after the date of transfer and provided further Tenant shall have received the Landlord's Contribution. Within five (5) days after the request of such transferee, Tenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment. Notwithstanding anything contained herein to the Subleasecontrary, bound by should the holder of any agreement in Mortgage desire that this Lease be subordinate to such Mortgage such holder shall enter into a Subordinaton, Attornment and Non-Disturbance Agreement, incorporating the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations above terms with respect to any breach attornment, and providing that said holder shall agree that provided an Event of warranties or representations Default is not in existence hereunder, said holder shall terminate this Lease nor disturb Tenant's use and possession of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect Premises according to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlordthis Lease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of the termination of any ground or underlying leases or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the "SUCCESSOR LANDLORD") for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Successor Landlord were Landlord under this Lease, and Tenant does hereby agree to attorn to the Successor Landlord, including the mortgagee under any such mortgage or the lessor under any such ground lease if it be the Successor Landlord, as its landlord under this Lease upon the then existing terms of this Lease. The foregoing attornment shall be effective and self-operative without the execution of any further instruments, upon the Successor Landlord succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees that, in to execute any instrument(s) which Successor Landlord or its prospective mortgagee may deem desirable to evidence said attornment by Tenant. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any such instrument for and on behalf of Tenant. In the event of a termination such transfer of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased PremisesLandlord's interests, Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor by acceptance of Rent from Tenant hereunder shall become liable and perform responsible to Tenant in respect to all obligations imposed by of "Landlord" arising during the Subleaseperiod of such successor Landlord's ownership of Landlord's interest hereunder, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall and not be: 1. liable for any act obligations of Landlord or omission of any prior sublandlord (including, without limitation, Tenant), successor Landlord or for any fact, circumstance claim by or condition existing cause of action of Tenant arising or accruing prior to such successor Landlord's becoming the Ground owner of Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations 's interest under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one (1) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground LandlordLease. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. A. Subtenant agrees that(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 event 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; 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 termination deed or otherwise, or another person purchases the Premises upon or following foreclosure of the Ground Lease Mortgage, then at the request of Lender (or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premisesnominee or designee) or such purchaser (Lender, Subtenant will its nominees and designees, and such purchaser, each being a “Successor-Landlord”), Tenant shall attorn to and recognize the Ground Successor-Landlord as its sublandlord Tenant’s landlord under the Sublease for Lease and shall promptly execute and deliver any instrument that Successor-Landlord may reasonably request to evidence such attornment. Upon such attornment, the remainder of the term thereof (including Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor-Landlord and Tenant upon all extension periods which have been or are hereafter exercised) upon the same terms terms, conditions and conditions covenants as are set forth in the SubleaseLease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground except that Successor-Landlord shall be bound by and perform all obligations imposed by the Sublease, except as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not benot: 1. i) be liable for any previous act or omission of Landlord under the Lease, provided that the foregoing shall not excuse the Successor Landlord from curing any prior sublandlord (includingcontinuing defaults under the Lease; ii) be subject to any off-set, without limitation, Tenant), defense or for any fact, circumstance or condition existing prior counterclaim which shall have previously accrued to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or omission is continuing and is capable of cure by Ground Tenant against Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. iii) be bound by any agreement modification of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit the Lease or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, previous prepayment of rent or additional rent which Subtenant may have prepaid for more than one (1month which Tenant might have paid to Landlord, unless such modification or prepayment shall have been expressly approved in writing by Lender; or iv) month in addition to the then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. be bound by any amendments purchase options, rights of first refusal or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound similar rights possessed by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations Tenant with respect to any breach of warranties or representations of any nature under the Sublease or otherwise includingPremises, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations except as expressly set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwiselease.