Common use of Attornment Clause in Contracts

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlordLandlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of its obligations Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that unless the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of same represent a continuing nature that (i) existed as covenant of the date Purchaser became Landlord, such as the owner obligation to repair and maintain certain aspects of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided furtherProperty, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant but only to the terms extent such failure continues from and conditions of after the Leasedate when Purchaser acquires the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance of the due date therefor to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender Purchaser or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term terms of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Leaseinterest. In the event that any liability of Purchaser does arise pursuant to this AgreementAgreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser the provisions of the Mortgage and the Loan Agreement shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without the Lender’s or Purchaser’s prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or Beneficiary hereby acknowledges and agrees that the liens granted herein are subject to the rights of certain lessees under the Leases as disclosed in the Credit Agreement and will be subject to the rights of lessees under any Leases entered into by 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 tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Beneficiary of any of its rights hereunder, nor shall any such tenant be in any other subsequent purchaser way deprived of its rights under the Property shall become applicable Lease except in accordance with the owner terms of such Lease. In the Property by reason event that Beneficiary succeeds to the interest of the foreclosure of the Mortgage or the acceptance of Trustor under a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or Lease, such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but except as set forth therein, and any sale of the applicable leased premises by Beneficiary or pursuant to the judgment of any court in an action to enforce the remedies provided for in this Deed of Trust shall continue be made subject to such Lease and the rights of such tenant expressly set forth thereunder. If Beneficiary succeeds to the interests of Trustor in full force and effect as a direct lease between Purchaser to the applicable leased premises or under such Lease or enters into possession of such leased premises, the Beneficiary, and Tenant upon such tenants, shall be bound to each other under all of the express terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to as if the date upon which Purchaser shall become Beneficiary was originally the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions Trustor as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementlessor thereunder.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the "Transferee") if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord's failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord's interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without the Lender’s or Purchaser’s 's prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s 's interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s 's interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender Tenant agrees that, at the written election of the Agent given to Tenant which election may be given or withheld in the Agent's sole discretion, in the event of a foreclosure of any or all of the Security Documents by Agent or the acceptance of an assignment or deed in lieu of foreclosure by Agent on behalf of the Lenders (or any other subsequent purchaser assignee, nominee, designee or successor of Agent or the Lenders) to ownership of a fee or leasehold (as the case may be) interest or interests in any of the Property Premises, Tenant will attorn to and recognize as its landlord the party which thereby takes title (whether fee or leasehold, as the case may be) to all or any part of the premises subject to the related Lease or Leases for the remainder of the term of such Lease or Leases (including all extension periods which have been or are hereafter exercised in accordance with the provisions of such Lease) upon the same terms and conditions as are set forth in such Leases, which will thenceforth be deemed direct leases between such party and Tenant, and Tenant hereby agrees to pay and perform all of the obligations of Tenant pursuant to such Leases. If such written election is made, Agent or such other party, by virtue of such foreclosure, shall be deemed to have assumed and agreed to be bound, as substitute landlord, by the terms and conditions of such Leases (including, without limitation, any obligations with respect to the maintenance and use of the Capital Expenditure Reserve Account) until the sale or other disposition of its interest, except that such assumption shall not be deemed of itself an acknowledgment by such new landlord of the validity of any then existing claims of Tenant against any prior landlord (including Landlord); provided however, that the Agent, the Lenders, and any such assignee, nominee, designee or successor of the Agent or the Lenders, as the case may be, shall not be (i) liable for any accrued obligation of Landlord, or for an act or omission of Landlord, whether prior to or after such foreclosure or transfer by assignment or deed in lieu of foreclosure not arising by, through or under such new landlord, in effectuating such transfer or foreclosure, (ii) required to make (or to permit proceeds of insurance or condemnation awards to be used by Tenant to pay for) any repairs to the Premises required as a result of fire or other casualty or by reason of condemnation unless such new landlord shall be expressly obligated under the Lease to make such repairs (or permit such proceeds or awards to be used for such purposes) and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iii) required to make any capital improvements to the Premises which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the Premises, unless in each case such new landlord shall be expressly obligated to do so under such Lease, or (iv) subject to any offsets or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which such new landlord shall become the owner of the Property by reason all or part of the Premises. If the Agent so elects in writing to require Tenant's attornment, except as set forth to the contrary in clause (i) or (iv) of this paragraph 5 above, all rights and obligations under such Leases shall continue as though such foreclosure of the Mortgage proceedings had not been brought or the acceptance of as though a deed or assignment in lieu of foreclosure had not been granted, and such new landlord shall recognize all of Tenant's rights under such Leases except as expressly provided otherwise in this Agreement. Tenant acknowledges and agrees that, from and after the date on which such new landlord becomes the owner of all or by reason of any other enforcement part of the Mortgage Properties, for purposes of calculating the "Minimum Price" under the Leases with respect to such Properties, the date on which such new landlord becomes the owner shall be deemed to be the date of acquisition, the "equity" of such new landlord under clause (Lender a) of the definition of "Minimum Price" shall be deemed to be the greater of (i) that portion of the aggregate Obligations under the Credit Agreement reasonably allocated to such Property by the Agent or (ii) the purchase price paid for such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met Property at the time Purchaser becomes owner of the Propertyforeclosure sale, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept be free of encumbrances as of such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord date and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior all further adjustments to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the "Minimum Price" for such Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of will be made from such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementinitial "equity" amount.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable The Executive and the Company each irrevocably and unconditionally submits, for itself and its property, to the failure exclusive jurisdiction of the Tribunals and Courts of Hong Kong, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any prior landlord (any such prior landlordjudgment relating thereto, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner each of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that parties hereby irrevocably and unconditionally (i) existed as agrees that any claim in respect of any such action or proceeding shall be heard and determined in Hong Kong, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to venue of any such action or proceeding in Hong Kong, (iv) waives the defense of an inconvenient forum to the maintenance of such action or proceeding in Hong Kong and (v) agrees that it will not bring any action relating to this Agreement of the date Purchaser became transactions contemplated hereby in any court other than the owner aforesaid courts. The Executive and the Company each agrees that a final judgment in any such action or proceeding, as to which available appeals have been exhausted or no appeals have been filed within the time set by law, will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Executive and the Company each irrevocably consents to service of process in the manner provided for giving notices in Section 10.5. Nothing in this Agreement will affect the right of the Property and (ii) violate Purchaser’s obligations as landlord under Executive or the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity Company to cure the same, all pursuant to the terms and conditions of the Lease, serve process in any other manner permitted by law. (b) subject to any offsetsTO THE FULLEST EXTENT PERMITTED BY LAW, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this AgreementEACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVISION OF SERVICES CONTEMPLATED HEREBY.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Transferee shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease with the same force and effect as if Transferee were the lessor under the Lease; provided, however, that Purchaser Transferee shall not be be: (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without the Lender’s or Purchaser’s prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser the provisions of the Mortgage and the Loan Agreement shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of seemed to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, any paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without the Lender’s or Purchaser’s prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s interest other than that if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of ▇▇▇▇▇▇ agrees to attorn to and recognize as its landlord under the Property shall become the owner of Lease each party acquiring legal title to the Property by reason foreclosure (whether judicial or nonjudicial) of the foreclosure of the Mortgage or the acceptance of a deed or assignment in Security Instrument, deed-in-lieu of foreclosure foreclosure, or by reason of any other sale in connection with enforcement of the Mortgage Security Instrument or otherwise in satisfaction of the Loan (Lender or such other purchaser being hereinafter referred as “PurchaserSuccessor Owner”), and . Provided that the conditions set forth in Section 2 above have been are met at the time Purchaser Successor Owner becomes owner of the Property, Successor Owner shall perform all obligations of the landlord under the Lease shall not be terminated or affected thereby but shall continue in full force arising from and effect as a direct lease between Purchaser and Tenant upon all of after the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees date title to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed is transferred to have agreed to accept such attornment, providedSuccessor Owner. In no event, however, that Purchaser shall not be will any Successor Owner be: (a) liable for the failure any default, act or omission of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements offset or counterclaims defense which shall Tenant may have accrued in favor of Tenant against any Prior prior landlord under the Lease; (c) bound by any payment of rent or additional rent made by Tenant to Landlord prior more than 30 days in advance; (d) bound by any modification or supplement to the date upon which Purchaser shall become the owner Lease, or waiver of the PropertyLease terms, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, made without Administrative Agent’s written consent thereto; (ce) liable for the return of rental any security deposits, if any, deposit or other prepaid charge paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior except to the time Purchaser succeeded to Landlord’s interest or extent such amounts were actually received by Administrative Agent; (f) liable or bound by any assignment right of the Lease first refusal or sublease option to purchase all or any portion of the Property; or (g) liable for construction or completion of any improvements to the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising). Although the foregoing provisions of this Agreement are self-operative, ▇▇▇▇▇▇ agrees to execute and deliver to Administrative Agent or any portion thereof, made prior Successor Owner such further instruments as Administrative Agent or a Successor Owner may from time to the time Purchaser succeeded request in order to Landlord’s interest other than if pursuant to the provisions of the Leaseconfirm this Agreement. In the event that If any liability of Purchaser Successor Owner does arise pursuant to this Agreement, such liability shall be limited and restricted to PurchaserSuccessor Owner’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this AgreementProperty.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “"Purchaser”"), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “"Prior Landlord”") to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s 's obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s 's obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender Purchaser or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s 's or Purchaser’s 's prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease's interest. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s 's interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender and Tenant agree that, subject to Section 2 above, upon the conveyance of the Property to Lender or any other subsequent purchaser of transferee (the Property shall become the owner of the Property "Transferee") by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, ; provided, however, that Purchaser the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and the Transferee shall not be (a) liable obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant other than with respect to the failure Tenant Improvement Allowance (as defined in the Lease), to the extent that such allowance, or portion thereof, remains unpaid after the date upon which the Transferee became the owner of any prior landlord (the Property, which Tenant agrees that it shall receive all portions of monies in connection with any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to allowance as a “Prior credit against the Basic Rental (as defined in the Lease) and the Lender shall not be required to pay any monies out-of-pocket to the 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 Purchaser the Transferee shall become the owner of the Property, provided that or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (Provided, however, the foregoing Sections 3(b)(i) and 3(b)(ii) shall not limit Purchaser(except for matters subject to Sections 3(a) and Sections 3(d) herein) either Tenant’s rights to claims against Lender because of events occurring after the date of attornment, or Lender’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property attornment and (ii) that violate PurchaserLender’s obligations as landlord Landlord under the Lease; provided further), however(c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, that Purchaser or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to for the extent that such offsets are otherwise expressly abatement of Basic Rental (as defined in the Lease) provided for under in Sections 1(g), 8.5, 11.1 and 43 of the Lease or were used Lease, if any, and Tenant’s right to fund any apply unused portions of the Tenant Improvement Allowance under (as defined in the Lease including interest thereon or Lease) as a credit against payments of Basic Rental (as defined in the Lease), in both instances only as applicable to fund periods following the repairs, maintenance or other actions date upon which would otherwise be an obligation of Purchaser upon its acquisition the Transferee shall become owner of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord's interest, except for any portion of the Tenant Improvement Allowance (as defined in the Lease), if any, which remains unpaid but is owed to Tenant as of the date upon which the Transferee shall become owner of the Property, which Tenant agrees that it shall receive all portions of monies in connection with such allowance as a credit against the Basic Rental (as defined in the Lease) and the Lender shall not be required to pay any monies out-of-pocket to the Tenant, (i) bound by any agreement terminating or materially amending or modifying the rent, term, commencement date economic terms of the Lease or other material term of terminating the Lease (except for Amendments to the Lease which are executed to memorialize rights granted a termination as specifically set forth in the Lease), or any voluntary surrender of the Premises demised under the Lease, ) made without the Lender’s or Purchaser’s 's prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s interest 's interest, or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s 's interest other than if permitted pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure (other than with respect to a default of a continuing nature) of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent for those that such offsets are otherwise expressly specifically provided for under in the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the PropertyLease, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest (provided, however, Purchaser’s consent is not required for a termination of the Lease exercised pursuant to the original terms of the Lease) or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, including without limitation, limitation any extension rightsrenewal options), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “"Purchaser”"), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease Lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “"Prior Landlord”") to perform any of its obligations under the Lease which have accrued prior to except that Lender shall be liable for such failure only from and after the date on which Purchaser shall become Lender so succeeds to the owner interest of the Propertysuch Prior Landlord, provided that the foregoing shall not limit Purchaser’s 's obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s 's obligations as landlord under the Lease; provided further, further however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, Property except for offsets expressly provided for in the Lease arising from Landlord defaults under the Lease with respect to which Tenant has notified Purchaser (such notice to set forth a quantification of the potential offset amount to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Propertypossible), (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, or (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s 's interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser the provisions of the Mortgage and the Loan Agreement shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, [(i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without the Lender’s or Purchaser’s prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s interest — INSERT THIS PROVISION ONLY IF THE CONSENT OF LENDER IS REQUIRED UNDER THE LOAN DOCUMENTS] or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure (other than with respect to a default of a continuing nature) of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent for those that such offsets are otherwise expressly specifically provided for under in the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the PropertyLease, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest (provided, however, Purchaser's consent is not required for a termination of the Lease exercised pursuant to the original terms of the Lease) or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, including without limitation, limitation any extension rightsrenewal options), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of Tenant agrees to attorn to and recognize as its landlord under the Property shall become the owner of Lease each party acquiring legal title to the Property by reason foreclosure (whether judicial or nonjudicial) of the foreclosure of the Mortgage or the acceptance of a deed or assignment in Security Instrument, deed-in-lieu of foreclosure foreclosure, or by reason of any other sale in connection with enforcement of the Mortgage Security Instrument or otherwise in satisfaction of the Loan (Lender or such other purchaser being hereinafter referred as “PurchaserSuccessor Owner”), and . Provided that the conditions set forth in Section 2 above have been are met at the time Purchaser Successor Owner becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser Successor Owner and Tenant upon all of the terms, covenants and conditions set forth in the Lease and Successor Owner shall assume and be bound to Tenant to perform the obligations of Landlord under the Lease, and in that event, Tenant agrees to attorn to Purchaser Successor Owner and Purchaser Successor Owner by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided. Successor Owner shall perform all obligations of the landlord under the Lease arising from and after the date title to the Property is transferred to Successor Owner. In no event, however, that Purchaser shall not be will any Successor Owner be: (a) liable for the failure any default, act or omission of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature except that (i) existed as of Successor Owner shall not be relieved from the date Purchaser became the owner of the Property obligation to cure any defaults which are non-monetary and (ii) violate Purchasercontinuing in nature and such that Successor Owner’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity failure to cure the same, all pursuant from and after the date title to the terms and conditions of the Property is transferred to Successor Owner, would constitute a continuing default under this Lease, ; (b) subject to any offset or defense which Tenant may have against any prior landlord under the Lease unless such sums are actually received by Successor Owner (it being understood and agreed that Successor Owner shall be subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for first arising under the Lease or were used to fund any Improvement Allowance under from and after the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation date of Purchaser upon its such acquisition of the Property, Property by Successor Owner); (c) liable for the return bound by any payment of rental security deposits, if any, paid rent or additional rent made by Tenant to any Prior Landlord more than 30 days in accordance with the Lease advance unless such sums are actually received by Purchaser, Successor Owner; (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term terms of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser Successor Owner succeeded to Landlord’s interest or (fe) bound liable for the return of any security deposit or other prepaid charge paid by Tenant under the Lease, except to the extent such amounts were actually received by Successor Owner. Although the foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any assignment of Successor Owner such further instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement; provided, however, that no such instrument shall increase Tenant’s liability or obligations or decrease Tenant’s rights under this Agreement or the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest (as modified hereby) other than if pursuant to the provisions of the Leasein de minimis respects. In the event that If any liability of Purchaser Successor Owner does arise pursuant to this Agreement, such liability shall be limited and restricted to PurchaserSuccessor Owner’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this AgreementProperty.

Attornment. If Lender or any other subsequent purchaser In the event of a transfer of Borrower’s interest in the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of to a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Purchaser (Lender or such other purchaser being hereinafter referred as “Purchaser”defined below), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Purchaser as its landlord under the Lease and Purchaser to be bound by virtue of such acquisition all of the Property shall be deemed to have agreed to accept such attornment, provided, however, provisions of the Lease for the balance of the term thereof; provided that the Purchaser shall not be be: (a) liable Liable for the failure any act or omission of any prior landlord Prior Landlord (as defined below) or subject to any such prior landlord, including Landlord and offsets or defenses which Tenant might have against any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, ; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable Liable for the return of any rental security depositsdeposit, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) or bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) Landlord, except to the extent such sums are actually received by Purchaser or Purchaser; (iic) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound Bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments amendment to the Lease which are executed to memorialize rights granted in made without the Lease), or any voluntary surrender prior written consent of the Premises demised Lender; (d) Liable for obligations under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s cost of which exceed the value of its interest or (f) bound by any assignment of the Lease or sublease of in the Property, or for obligations which first accrue after Purchaser has sold or otherwise transferred its interest in the Property; (e) Obligated to install, construct or pay for any tenant or other improvements or alterations to or on the Premises or Property; bound to restore the Premises or Property after a casualty for a cost in excess of any insurance proceeds received by Lender with respect to such casualty; or bound to restore the Premises or Property after a taking in condemnation for a cost in excess of the portion of any condemnation award made specifically for that purpose; (f) Bound by any restriction on competition beyond the Property; (g) Bound by any notice of termination, cancellation or surrender of the Lease made without the prior written consent of Lender; (h) Bound by any option to purchase, right of first offer to purchase or right of first refusal to purchase with respect to the Property or any portion thereof, ; (i) Liable for the breach of any representation or warranty made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of by Prior Landlord in the Lease. In the event that ; or (j) Liable for any liability indemnity obligation of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest Prior Landlord contained in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon except with respect to the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this AgreementPurchaser’s acts or omissions.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent for those that such offsets are otherwise expressly specifically provided for under in the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the PropertyLease, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) unless set forth in any instrument or document provided to Lender prior to Lender’s execution hereof, bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest (provided, however, Purchaser’s consent is not required for a termination of the Lease exercised pursuant to the original terms of the Lease) or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, including without limitation, limitation any extension rightsrenewal options), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser In the event of a transfer of Borrower’s interest in the Property to a Purchaser (defined below), Tenant agrees that the Lease of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but Premises shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Purchaser as its landlord under the Lease and Purchaser to be bound by virtue of such acquisition all of the Property shall be deemed to have agreed to accept such attornmentprovisions of the Lease for the balance of the term thereof; provided that, provided, however, that the Purchaser shall not be (a) liable be: 3.1 Liable for the failure any act or omission of any prior landlord Prior Landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”defined below) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements offsets or counterclaims defenses which shall Tenant might have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such (i) offsets are otherwise expressly specifically provided for in the Lease, or (ii) those which arose out of Prior Landlord’s default under the Lease or were used and continue uncured after Tenant has notified Bank and given Bank an opportunity to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable cure as provided for in SNDA: Section 5 below; 3.2 Liable for the return of any rental security depositsdeposit, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) or bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) Landlord, except to the extent such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound ; 3.3 Bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments amendment to the Lease made without Bank’s prior written consent which are executed to memorialize rights granted in would (i) reduce the Lease)fixed annual rent, additional rent, percentage rent or any voluntary surrender other monetary obligations of the Premises demised Tenant under the Lease, (ii) reduce the term of the Lease, (iii) reallocate the responsibility for obtaining any insurance coverage required under the terms of the Lease, (iv) eliminate or substantially modify any representation, warranty, covenant or indemnity of Tenant under the Lease, (v) increase the repair or maintenance obligations of the landlord under the Lease, (vi) result in or make the landlord’s obligations thereunder any more onerous, or (vii) otherwise materially and adversely impact the economics of the Lease to the detriment of the landlord thereunder; 3.4 Liable for obligations which accrue after Purchaser has sold or otherwise transferred its interest in the Property; 3.5 Bound to install, construct or pay for any improvements on the Property, or bound to restore the Property after a casualty for a cost in excess of proceeds recovered under any insurance required to be carried under the Lease (excluding the deductible), or bound to restore the Property after a taking for a cost in excess of any condemnation award, but in each event, Tenant shall maintain a termination right if the Property is not fully restored; 3.6 Bound by any notice of termination, cancellation or surrender of the Lease made without Lender’s or PurchaserBank’s prior written consent prior unless the Lease expressly grants to Tenant the right to terminate or cancel the Lease in such circumstances; 3.7 Bound by any representation, warranty, covenant or indemnity contained in the Lease except to the time Purchaser succeeded to Landlordextent that Bank’s interest affirmative act(s) constitute or (f) result in a violation of any such representation, warranty, covenant or indemnity; provided, however, in no event shall Bank be bound by any assignment of representation, warranty, covenant or indemnity relating to the Lease or sublease title, zoning designation, permitted use of the Property, or sufficiency of the Property for any use, or any matters related to the foregoing, and none of the foregoing exceptions shall apply to such representations, warranties, covenants or indemnities; and 3.8 Bound by any option to purchase or right of first refusal with respect to the Property or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertymet, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlordLandlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of its obligations Prior Landlord under the Lease Lease, unless continuing, which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender Purchaser or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Leaseinterest. In the event that any liability of Purchaser does arise pursuant to this AgreementAgreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser In the event of a transfer of [Borrower’s] [Collateral Owner’s] interest in the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of to a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Purchaser (Lender or such other purchaser being hereinafter referred as “Purchaser”defined below), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, Tenant agrees that the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Purchaser as its landlord under the Lease and Purchaser to be bound by virtue of such acquisition all of the Property shall be deemed to have agreed to accept such attornmentprovisions of the Lease for the balance of the term thereof; provided that, provided, however, that the Purchaser shall not be (a) liable be: 3.1 Liable for the failure any act or omission of any prior landlord Prior Landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”defined below) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements offsets or counterclaims defenses which shall Tenant might have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable Landlord; 3.2 Liable for the return of any rental security depositsdeposit, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) or bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) Landlord, except to the extent such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound ; 3.3 Bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments amendment to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or PurchaserBank’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of consent; 3.4 Liable for obligations under the Lease the cost of which exceed the value of its interest in the Property or sublease of for obligations which accrue after Purchaser has sold or otherwise transferred its interest in the Property; 3.5 Bound to install, construct or pay for any improvements on the Property, or bound to restore the Property after a casualty for a cost in excess of proceeds recovered under any insurance required to be carried under the Lease, or bound to restore the Property after a taking for a cost in excess of any condemnation award; 3.6 Bound by any restriction on competition beyond the Property; 3.7 Bound by any notice of termination, cancellation or surrender of the Lease made without Bank’s prior written consent; 3.8 Bound by any environmental representation, warranty, covenant or indemnity contained in the Lease; Tenant Estoppel Certificate (08/14/02) -2- CORE DOCUMENT (12/10/02) 3.9 Bound by any option to purchase or right of first refusal with respect to the Property or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that ; and 3.10 Bound by any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender representation or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as warranty contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.Lease

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Purchaser shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the term with the same force and effect as if Purchaser were the lessor under the Lease subject to the terms of Section 4 of this Agreement; provided, however, that Purchaser shall not be be: (a) liable for the failure of any prior landlord Landlord (any such prior landlordLandlord, including Landlord and any successor landlordBorrower, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property; provided, provided however, that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord Landlord under the Lease; provided further, however, that if Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, ; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, ; (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, ; (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, ; (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or interest; or (f) bound responsible for the making of repairs in or to the Property in the case of damage or destruction to the Property or any part thereof due to fire or other casualty or by any assignment reason of condemnation unless Purchaser is obligated under the Lease to make such repairs and Purchaser receives insurance proceeds or sublease condemnation awards sufficient to finance the completion of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Leasesuch repairs. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in Lease. In the event that eventpurchaser becomes the owner of the Property, Tenant agrees to attorn to Purchaser provided that Purchaser recognizes all of Tenant’s rights and privileges under the Lease and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornmentattornment and shall be bound under all of the terms, covenants and conditions of the Lease, provided, however, that Purchaser shall not be (ai) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlordLandlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of its obligations Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease Property (other than to correct any conditions cure defaults of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and which Lender receives notice), (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the PropertyProperty (except that Purchaser shall be bound of which Lender receives notice by such offsets, except defenses, abatements or counterclaims that arise from a default of Prior Landlord which continue after the time Purchaser acquires title to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property), (ciii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums or instrument are actually received by PurchaserPurchaser or a credit is given to Purchaser therefor, (div) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender Purchaser or Purchaser, (ev) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s ’s, or after the acquisition of the Property, Purchaser’s prior written consent prior to which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assignsforegoing, Tenant shall enter into a new lease be under no obligation to pay any rents to Purchaser until Tenant receives written notice from Prior Landlord or Lender that Purchaser has succeeded to the interest of the Premises with Lender or such successor or assign for the then remaining term of Prior Landlord under the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Purchaser shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the term with the same force and effect as if Purchaser were the lessor under the Lease subject to the terms of Section 4 of this Agreement; provided, however, that Purchaser shall not be (a) be: liable for the failure any past act, omission, neglect, default or breach of representation or warranty of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property), provided that so long as Purchaser has received written notice and a reasonable opportunity to cure, the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property Property, and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that the foregoing shall not obligate Purchaser shall have received written notice for any damages arising from such past act, omission, neglect, default or breach of such omissions, conditions representation or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions warranty of the Lease, (b) any Prior Landlord; subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) ; liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) ; bound by any obligation which may appear in the Lease to perform any improvement work to the Property; bound by any obligation which may appear in the Lease to pay any sum of money to Tenant; bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) ; bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, prior to the time Purchaser succeeded to Landlord’s interest interest; or (f) bound responsible for the making of repairs in or to the Property in the case of damage or destruction to the Property or any part thereof due to fire or other casualty or by any assignment reason of condemnation unless Purchaser is obligated under the Lease to make such repairs and Purchaser receives insurance proceeds or sublease condemnation awards sufficient to finance the completion of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Leasesuch repairs. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of Tenant agrees to attorn to and recognize as its landlord under the Property shall become the owner of Lease each party acquiring legal title to the Property by reason foreclosure (whether judicial or nonjudicial) of the foreclosure Security Instrument, deed-in-lien of the Mortgage foreclosure, or the acceptance of a deed or assignment other sale in lieu of foreclosure or by reason of any other connection with enforcement of the Mortgage Security Instrument or otherwise m satisfaction of the underlying loan (Lender or such other purchaser being hereinafter referred as “PurchaserSuccessor Owner”), and ) Provided that the conditions set forth in Section 2 above have been are met at the time Purchaser Successor Owner becomes owner of the Property, Successor Owner shall perform all obligations of the landlord under the Lease shall not be terminated or affected thereby but shall continue in full force arising from and effect as a direct lease between Purchaser and Tenant upon all of after the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees date title to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed is transferred to have agreed to accept such attornment, providedSuccessor Owner In no event, however, that Purchaser shall not will any Successor Owner be (a) liable for the failure any default, act or omission of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, (except that Purchaser Successor Owner shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity not be relieved from the obligation to cure the sameany defaults which are non-monetary and continuing in nature, all pursuant and such that Successor Owner’s failure to the terms and conditions of cure would constitute a continuing default under the Lease), (b) subject to any offsets, defenses, abatements offset or counterclaims defense which shall Tenant may have accrued in favor of Tenant against any Prior Landlord prior landlord under the Lease (unless and to the date upon extent related to defaults which Purchaser shall become the owner are non-monetary and continuing in nature, such that Successor Owner’s failure to cure would constitute a continuing default), (c) bound by any payment of the Propertyrent or additional rent made by Tenant to Landlord more than 30 days in advance, except to the extent that such offsets are otherwise expressly provided for under the Lease or amounts were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by PurchaserLender, (d) bound by any payment of rents, additional rents modification or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments supplement to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender waiver of the Premises demised under the LeaseLease terms, made without Lender’s or Purchaser’s prior written consent prior thereto which consent shall not be unreasonably withheld, conditioned or delayed; (e) liable for the return of any security deposit or other prepaid charge paid by Tenant under the Lease, except to the time Purchaser succeeded to Landlord’s interest or extent such amounts were actually received by Lender, (f) liable or bound by any assignment right of the Lease first refusal or sublease option to purchase all or any portion of the Property, ; or (g) liable for construction or completion of any portion thereof, made prior improvements to the time Purchaser succeeded Property or as required under the Lease for Tenant’s use and occupancy (whenever arising), provided however, this clause (g) shall in no way modify, limit or impair any obligation of Successor Owner to Landlord’s interest other than if pursuant to comply with the casualty and condemnation restoration provisions of included in the Lease. In Although the event that foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments reasonably acceptable to Tenant as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Purchaser Successor Owner does arise pursuant to this Agreement, such liability shall be limited and restricted to PurchaserSuccessor Owner’s interest in m the Property (including the rents, issues and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rightsprofits therefrom), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or Upon any other subsequent purchaser of the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”)otherwise, and if the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of such transfer or, if such conditions have not been met at such time, at the option of the Propertytransferee of the Property (the “Transferee”), the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser the Transferee by virtue of such its acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser the Transferee shall not be (a) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date (the “Transfer Date”) on which Purchaser the Transferee shall become the owner of the PropertyProperty (such obligations, provided “Landlord’s Obligations”) or (ii) for any act or omission of Landlord (whether prior to or after such foreclosure or sale); provided, however, that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that nothing contained in clauses (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations above shall exculpate, or be construed as landlord exculpating, the Transferee from liability for any default of Landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure Lease continuing after the same, all pursuant to the terms and conditions of the LeaseTransfer Date, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the Transfer Date; provided, however, that the Transferee shall be subject to such offsets, defenses, abatements and counterclaims in favor of Tenant against any Prior Landlord prior as are expressly permitted pursuant to the date upon which Purchaser shall become the owner terms of the PropertyLease, except including, without limitation, any offsets available to Tenant with respect to Landlord’s FAOP Contribution and Landlord’s SAOP Contribution (as such terms are defined in the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the PropertyLease), (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaseror credited to the Transferee, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance of their date due pursuant to any Prior the provisions of the Lease to Landlord unless (i) such sums are actually received by Purchaser or credited to the Transferee or such sums are an estimated payment against annual pass-through charges, or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (e) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaserthe Agent’s prior written consent prior to the time Purchaser succeeded Transfer Date, except for any such agreements made pursuant to Landlord’s interest or provisions of the Lease which contemplate the making of such agreements, and (f) bound liable for any tenant improvement allowance payable to Tenant as reimbursement for the costs incurred by Tenant in preparing the premises demised under the Lease for Tenant’s occupancy. Notwithstanding the foregoing, in no event shall the Transferee be liable to make any assignment out-of-pocket payments to Tenant in order to reimburse Tenant for any overpayments of additional rent with respect to escalations in Expenses (as such term is defined in the Lease) and/or real estate taxes made by Tenant to Landlord prior to the Transfer Date, so long as the Transferee, at least twenty (20) days prior to the Transfer Date, requests Tenant in writing to inform the Transferee of any such amounts that may be payable to Tenant pursuant to the Lease and Tenant fails to do so before the Transfer Date and provided further that the foregoing shall not be deemed to abrogate Tenant’s audit rights under the Lease. If, as a result of any such audit, any such reimbursements are determined in accordance with the terms of the Lease or sublease to be due and payable to Tenant, Tenant shall have the right to offset the amount thereof against the next installment(s) of fixed annual rent payable under the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited Lease and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon shall the written request of Lender or its successors or assigns, Transferee be liable to make any out-of-pocket payments to Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementon account thereof.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser the transferee of the Property (the “Transferee”) and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant ▇▇▇▇▇▇ agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser the Transferee shall not be (a) be: A. liable for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) ; B. subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly unless Tenant shall have provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition Lender with notice of the Propertyapplicable default that gave rise to such offset or defense, (c) and the opportunity to cure the same, in accordance with the terms of Section 6 below; C. liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) the Transferee; D. bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) the Transferee; or E. bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without the Lender’s or Purchaser’s prior written consent prior to the time Purchaser the Transferee succeeded to Landlord▇▇▇▇▇▇▇▇’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. SECTION 4.01. If Lender Agent or any other subsequent purchaser Person (including any nominee or designee of the Property Agent and/or Lenders) shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender Agent or such other purchaser Person being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser (as to each Purchaser, only during the period of its ownership) and Tenant upon all of the terms, covenants and conditions set forth in the Lease and and, in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Purchaser shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the term with the same force and effect as if Purchaser were the lessor under the Lease subject to the terms of Section 4 of this Agreement; provided, however, that Purchaser shall not be be: (a) liable for the failure of any breach or default or other act or omission of, any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its ), or obligations accruing under the Lease which have accrued prior to the date on which Purchaser shall become the owner Purchaser’s actual ownership of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, ; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, ; (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, ; (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (ix) such sums are actually received by Purchaser or (iiy) such prepayment shall have been expressly approved of in writing by Lender or Purchaser, ; (e) bound by (x) any agreement (1) terminating or the Lease, (2) amending or modifying the rentLease, term, commencement date or other material term waving any terms of the Lease Lease, or (except for Amendments 3) transferring to the Lease which are executed to memorialize rights granted in Landlord costs and expenses previously paid or payable by Tenant under the Lease), or (y) any voluntary surrender of the Premises premises demised under the Lease, in any of the foregoing cases made without LenderAgent’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or interest; (f) bound responsible for the making of repairs in or to the Property in the case of damage or destruction to the Property or any part thereof due to fire or other casualty or by reason of condemnation unless Purchaser is obligated under the Lease to make such repairs and Purchaser receives insurance proceeds or condemnation awards sufficient to finance the completion of such repairs; (g) liable for or incur any assignment obligation with respect to any breach of warranties or representations of any nature under the Lease or sublease of the Propertyotherwise, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights)warranties or representations respecting use, compliance with zoning, Landlord’s or Purchaser’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (h) liable for or incur any obligation with respect to the construction of the Property or any improvements of the demised premises or the Property, or for any tenant allowances; or (i) except any assignment or sublet permitted under the Lease as otherwise specifically provided in this Agreementto which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent.

Attornment. If Lender or any other subsequent purchaser of the Property shall become becomes the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met Tenant is not, at the time Purchaser becomes owner of the Property, in default of any of the terms, covenants or conditions of the Lease or this Agreement on Tenant’s part to be observed or performed (beyond any applicable notice or grace period), the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease Lease; and in that event, Tenant agrees to attorn to Purchaser Purchaser, and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Purchaser shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the term of the Lease with the same force and effect as if Purchaser were the landlord under the Lease; provided, however, that Purchaser shall not be be: (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have has accrued in favor of Tenant against any prior landlord (any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to herein as a “Prior Landlord Landlord”) prior to the date upon which Purchaser shall become becomes the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, ; (cb) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, ; (dc) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of in writing by Lender or Purchaser, ; (ed) bound by any agreement terminating the Lease or amending or modifying the rent, term, commencement date or any other material term of the Lease Lease; (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or e) bound by any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent given prior to the time Purchaser succeeded to Landlord’s interest or becomes the owner of the Property; (f) bound by liable for the failure of any assignment Prior Landlord to perform any of its obligations under the Lease or sublease which have accrued prior to the date on which Purchaser becomes the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions as to which Purchaser has received written notice and has had a reasonable opportunity to cure in accordance with the terms and conditions of the Lease and which (i) exist as of the date Purchaser becomes the owner of the Property, and (ii) violate Purchaser’s obligations as landlord under the Lease; or (g) responsible for the making of repairs in or to the Property in the case of damage or destruction to the Property or any portion thereof, made prior part thereof due to fire or other casualty or by reason of condemnation unless Purchaser is obligated under the time Lease to make such repairs and Purchaser succeeded receives insurance proceeds or condemnation awards sufficient to Landlord’s interest other than if pursuant to finance the provisions completion of the Leasesuch repairs. In the event that any liability of If Purchaser does arise becomes liable pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender For the purposes of this Section, the 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 new lease or deed, or any other subsequent purchaser third party that succeeds to the rights of Landlord under this Lease by virtue of having purchased the Land and the Building at a foreclosure sale. The Successor Landlord shall accept ▇▇▇▇▇▇'s attornment, assume ▇▇▇▇▇▇▇▇'s obligations under the Lease, and shall not disturb Tenant's quiet possession of the Property Premises. Tenant shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of attorn to and recognize such Successor Landlord as ▇▇▇▇▇▇'s Landlord under this Lease and shall promptly execute and deliver any other enforcement of the Mortgage (Lender or instrument that such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser the Successor Landlord and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the this Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided except that the foregoing Successor Landlord shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that not: (i) existed as be liable for any previous act or omission of Landlord under this Lease except that the date Purchaser became Successor Landlord shall have a reasonable period of time to cure any continuing breach of this Lease caused by the owner of the Property and Landlord's prior acts or omissions; (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) be subject to any offsetsoffset, defenses, abatements deficiency or counterclaims defense which theretofore shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise Landlord; (iii) be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment previous modification of rents, additional rents this Lease or other sums which Tenant may have paid by any previous prepayment of more than one (1) month in advance to any Prior Landlord month's Base Rent, unless (i) such sums are actually received by Purchaser modification or (ii) such 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 by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying which the rent, term, commencement date or other material term of the Lease (except for Amendments Successor Landlord shall have succeeded to the Lease which are executed to memorialize rights granted in 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 voluntary surrender 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 Premises demised proceeds recovered under any insurance required to be carried under this Lease; (v) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of any Superior Mortgage and the execution of this Lease or any lien or judgment which may arise at any time under the terms of this Lease, made without Lender’s ; or Purchaser’s prior written consent prior (vi) be liable for the return of any security deposit which was not actually transferred to the time Purchaser succeeded Successor Landlord. Successor Landlord shall be deemed to Landlord’s interest or (f) bound have agreed, by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior taking title to the time Purchaser succeeded Building, to undertake all of Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to 's obligations under this Agreement, Lease arising after such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementattornment.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Purchaser shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the term with the same force and effect as if Purchaser were the lessor under the Lease subject to the terms of Section 4 of this Agreement; provided, however, that Purchaser shall not be (a) be: 3.1 liable for the failure any past act, omission, neglect, default or breach of representation or warranty of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property), provided that so long as Purchaser has received written notice and a reasonable opportunity to cure, the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property Property, and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that the foregoing shall not obligate Purchaser shall have received written notice for any damages arising from such past act, omission, neglect, default or breach of such omissions, conditions representation or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions warranty of the Lease, (b) any Prior Landlord; 3.2 subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) ; 3.3 liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) ; 3.4 bound by any obligation which may appear in the Lease to perform any improvement work to the Property; 3.5 bound by any obligation which may appear in the Lease to pay any sum of money to Tenant; 3.6 bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) ; 3.7 bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest interest; or 3.8 responsible for the making of repairs in or (f) bound to the Property in the case of damage or destruction to the Property or any part thereof due to fire or other casualty or by any assignment reason of condemnation unless Purchaser is obligated under the Lease to make such repairs and Purchaser receives insurance proceeds or sublease condemnation awards sufficient to finance the completion of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. such repairs. 3.9 In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights)Lease, except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be be: (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlordlandlord (other than Purchaser), being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any defaults or conditions of a continuing nature (each, a “Continuing Default”) that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate or breach Purchaser’s obligations as landlord Landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease. Without limiting the foregoing, Tenant reserves all of its rights and remedies under the Lease with respect to a Continuing Default by Landlord, whether occurring or accruing prior to or after the date Purchaser takes title to or control of the Property, subject, however, to the rights of Purchaser as set forth in Section 3 of this Agreement; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly as provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, in Section 3(a); (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, ; (ed) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser▇▇▇▇▇▇’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Landlord and Tenant may enter into Lease amendments and/or modifications without ▇▇▇▇▇▇’s prior consent and Purchaser shall be bound to such amendment or modification to the time Purchaser succeeded to Landlord’s interest or (f) same extent Landlord would be bound by it, provided any assignment of such amendment or modification does not in any material respect: (a) change the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term economic terms of the Lease, upon (b) increase the same terms and conditions as contained in obligations of Landlord under the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.Lease; Building D

Attornment. If Lender or the interest of Land▇▇▇▇ ▇▇ transferred to any other subsequent purchaser of the Property shall become the owner of the Property person (a "Successor Landlord") by reason of the foreclosure termination or foreclosure, or proceedings for enforcement, of the Mortgage an Encumbrance, or the acceptance by delivery of a deed or assignment in lieu of such foreclosure or by reason of any other enforcement of proceedings, Tenant will immediately and automatically attorn to the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Successor Landlord. Upon attornment this Lease shall not be terminated or affected thereby but shall will continue in full force and effect as a direct lease between Purchaser the Successor Landlord and Tenant Tenant, upon all of the same terms, conditions and covenants and conditions set forth as stated in the this Lease and in except that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser a Successor Landlord shall not be (a) liable for the failure any previous act or omission or negligence of any prior landlord (any such prior landlordLandlord under this Lease; provided, including Landlord and any successor landlordhowever, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s relieve the Successor Landlord from any on-going maintenance or repair obligations under this Lease, but the Lease to correct Successor Landlord shall not be liable for any conditions of a continuing nature that (i) existed as damages caused by any failure of the date Purchaser became the owner of the Property predecessor Landlord to satisfy its repair and (ii) violate Purchaser’s maintenance obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the this Lease, (b) subject to any offsetscounterclaim defense or offset not expressly provided for in this Lease and asserted with reasonable promptness, defenses, abatements or counterclaims which therefore shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the PropertyLandlord, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by an previous modification or amendment of this Lease or by any payment previous prepayment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord month's rent, unless (i) such sums are actually received by Purchaser modification or (ii) such prepayment shall have been expressly approved in writing by the holder of any Encumbrance through or by Lender reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease or Purchaser, (ed) bound by obligated to perform any agreement terminating or amending or modifying the rent, term, commencement date repairs or other material term of the Lease (except for Amendments work beyond Landlord's obligations under this Lease. Tena▇▇ ▇▇▇ees, upon request by and without cost to the Lease which are executed Successor Landlord, to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior promptly execute and deliver to the time Purchaser succeeded Successor Landlord such instrument(s) as may be reasonably required to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, evidence such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementattornment.

Attornment. If Lender at any time prior to the expiration of the Term, any Superior Lease terminates or any other subsequent purchaser Mortgagee comes into possession of the Real Property shall become or the Building or the estate created by any Superior Lease, then Tenant, at the election and upon demand of any owner of the Real Property by reason or the Building, or of the Lessor, or of any Mortgagee in possession of the Real Property or the Building, shall attorn, from time to time, to any such owner, Lessor or Mortgagee or any person acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Mortgage or the acceptance granting of a deed or assignment in lieu of foreclosure or by reason foreclosure, upon the then executory terms and conditions of any other enforcement this Lease, for the remainder of the Mortgage (Lender Term, provided that such owner, Lessor or such other purchaser being hereinafter referred Mortgagee, as “Purchaser”)the case may be, and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner or receiver caused to be appointed by any of the Propertyforegoing, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be be: (a1) liable for the failure any act or omission of any prior landlord (any such prior including, without limitation, the then defaulting landlord), including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that or (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b2) subject to any offsets, defenses, abatements defense or counterclaims offsets which shall Tenant may have accrued in favor of Tenant against any Prior Landlord prior to landlord (including, without limitation, the date upon which Purchaser shall become the owner of the Propertythen defaulting Landlord), except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, or (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d3) bound by any payment of rents, additional rents or other sums Rental which Tenant may have paid more than one (1) month in advance made to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease landlord (including, without limitation, the then defaulting Landlord) more than thirty (30) days in advance of the date upon which such payment was due, or (4) bound by any extension rights)obligation to make any payment to or on behalf of Tenant, or (5) bound by any obligation to perform any work or to make improvements to the Premises, except for (i) repairs and maintenance pursuant to the provisions of this Lease, the need for which repairs and maintenance first arises or continues after the date when such owner, Lessor, or Mortgagee succeeds to Landlord's interest in the Real Property, (ii) repairs to the Premises or any part thereof as otherwise specifically provided a result of damage by fire or other casualty pursuant to Article 10 hereof, but only to the extent that such repairs can be reasonably made from the net proceeds of any insurance actually made available to such Lessor or Mortgagee, and (iii) repairs to the Premises as a result of a partial condemnation pursuant to Article 11 hereof, but only to the extent that such repairs can be reasonably made from the net proceeds of any award made available to such Lessor or Mortgagee, or (6) bound by any amendment or modification of this Lease made without the consent of such Mortgagee or Lessor, as the case may be. The provisions of this Section 7.2 shall inure to the benefit of any such owner, Lessor or Mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any Superior Lease, 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 owner, Lessor or Mortgagee, shall execute, from time to time, instruments, in recordable form, in confirmation of the foregoing provisions of Section 7.1 hereof and this AgreementSection 7.2, reasonably satisfactory to any such owner, Lessor or Mortgagee, acknowledging the subordination described in Section 7.1 hereof and such attornment and setting forth the terms and conditions of its tenancy.

Attornment. If Lender Subject to the provisions of Section 24(d) hereof, in the event any proceedings are brought for the foreclosure of, or any other subsequent purchaser in the event of exercise of the Property power of sale under, any deed of trust to secure debt given by Landlord and covering the Demised Premises, the party secured by any such deed of trust shall become have the owner of right to recognize this Lease and, in the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason event of any other enforcement foreclosure sale under such deed of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”)trust, and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the this Lease shall not be terminated or affected thereby but shall continue in full force and effect at the option of the party secured by such deed of trust or the purchaser under any such foreclosure sale. If such party elects to recognize this Lease, then (x) Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as a direct lease between Purchaser the owner and Tenant upon landlord under this Lease, and (y) such party, as landlord: (i) shall recognize Tenant's rights to continue to occupy the Demised Premises and exercise and enjoy all of its rights hereunder, and so long as Tenant complies with the terms, covenants terms and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue provisions of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser this Lease; (ii) shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment payments of rents, additional rents Base Annual Rent or other sums which Tenant may have paid Additional Rent more than one (1) month in advance to of their due date; (iii) shall have no obligation for the return of any Prior Landlord unless (i) such sums are security deposit not actually received by Purchaser or such party; (iiiv) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) not be bound by any agreement terminating amendment or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments modification to the Lease to which are executed such party has not consented in writing; (v) shall not be subject to memorialize rights granted in the Lease)any claim, defense or set off which could be asserted against any voluntary surrender of the Premises demised predecessor Landlord; and (vi) shall have no liability for any default by any predecessor Landlord, other than liability for defaults under the Lease, made without Lender’s or Purchaser’s prior written consent prior Lease and then only to the time Purchaser succeeded to Landlord’s interest extent that such defaults exist on or (f) bound by any assignment after the date such party comes into possession of the Lease or sublease of the Property, or any portion thereof, made prior acquires fee simple title to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions Building of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementrecord.

Attornment. If Lender or any other subsequent purchaser of the Property and Tenant agree that if Lender shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”)otherwise, and the conditions set forth in Section 2 above have been met at the time Purchaser Lender becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that the event, Tenant agrees to attorn to Purchaser Lender and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed Lender agrees to accept such attornment, provided, however, that Purchaser the provisions of the Security Instrument shall govern with respect to the disposition of 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 provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord's failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser Lender shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Landlord shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser Lender shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by PurchaserLender, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser Lender or (ii) such prepayment shall have been expressly approved of by Lender or PurchaserLender, (eh) bound by to make any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments payment to the Lease Tenant which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.was required

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Purchaser shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the term with the same force and effect as if Purchaser were the lessor under the Lease subject to the terms of Section 4 of this Agreement; provided, however, that Purchaser shall not be be: (a) liable for the failure any past act, omission, neglect, default or breach of representation or warranty of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property), provided that so long as Purchaser has received written notice and a reasonable opportunity to cure, the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property Property, and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that the foregoing shall not obligate Purchaser shall have received written notice for any damages arising from such past act, omission, neglect, default or breach of such omissions, conditions representation or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions warranty of the Lease, any Prior Landlord; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, ; (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, ; (d) bound by any obligation which may appear in the Lease to perform any improvement work to the Property; (e) bound by any obligation which may appear in the Lease to pay any sum of money to Tenant which accrued prior to the date upon which Purchaser shall become the owner of the Property; (f) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, ; (eg) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest interest; or (h) responsible for the making of repairs in or (f) bound to the Property in the case of damage or destruction to the Property or any part thereof due to fire or other casualty or by any assignment reason of condemnation unless Purchaser is obligated under the Lease to make such repairs and Purchaser receives insurance proceeds or sublease condemnation awards sufficient to finance the completion of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Leasesuch repairs. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or the interest of Landlord is transferred to any other subsequent purchaser of the Property shall become the owner of the Property person (a “Transferee”) by reason of the foreclosure termination or foreclosure, or proceedings for enforcement, of the Mortgage an Encumbrance, or the acceptance by delivery of a deed or assignment in lieu of such foreclosure or by reason of any other enforcement of proceedings, Tenant will immediately and automatically attorn to the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Transferee. Upon attornment this Lease shall not be terminated or affected thereby but shall will continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant Tenant, upon all of the same terms, conditions and covenants and conditions set forth as stated in this Lease, except that the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall Transferee will not be be: (a) liable for the failure any act or omission of any prior landlord (any such prior landlord, including Landlord and (but such exemption will not excuse the Transferee from the performance of any successor landlord, being hereinafter referred obligations of the landlord under this Lease required to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior be performed subsequent to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant transfer to the terms and conditions of the Lease, Transferee); (b) subject to any offsets, defenses, abatements offsets or counterclaims defenses which shall Tenant might have accrued in favor of Tenant against any Prior prior landlord, including Landlord prior (excluding any express right of abatement granted under this Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the date upon Transferee (the “Foreclosing Lender”) was afforded any notice and cure rights to which Purchaser shall become it was entitled under Section 21.1 with respect to the owner matter that gave rise to such express right of abatement); (c) bound by any Rent or advance Rent which Tenant might have paid for more than the Propertycurrent month or the next succeeding month to any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of any security or advance rental deposit made by Tenant, except to the extent that such offsets are otherwise expressly provided for under the Lease same is paid over to the Transferee; or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating termination, amendment or amending or modifying modification of this Lease (other than one expressly contemplated by the rentterms of this Lease and effected according to such express terms, term, commencement date or other material term such as a termination by Landlord due to a Default by Tenant) made without the written consent of the Lease (except for Amendments Foreclosing Lender. Tenant agrees, upon request by and without cost to the Lease which are executed Transferee, to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior promptly execute and deliver to the time Purchaser succeeded Transferee such instrument(s) as may be reasonably required to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, evidence such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementattornment.

Attornment. If Lender Ground Lessor or any other subsequent purchaser of the Property shall become the owner landlord of the Property Premises by reason of the foreclosure termination of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure Ground Lease or by reason of any other enforcement of the Mortgage Ground Lease (Lender Ground Lessor or such other purchaser and landlord being hereinafter referred as “PurchaserSubsequent Landlord”), and the conditions set forth in Section 2 above have been met at the time Purchaser Subsequent Landlord becomes owner landlord of the PropertyPremises, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser Subsequent Landlord and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser Subsequent Landlord and Purchaser Subsequent Landlord by virtue of such acquisition termination of the Property Ground Lease shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser Subsequent Landlord shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser Subsequent Landlord shall become the owner landlord of the PropertyPremises, provided that the foregoing shall not limit PurchaserSubsequent Landlord’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became Subsequent Landlord shall become the owner landlord of the Property Premises and (ii) violate PurchaserSubsequent Landlord’s obligations as landlord under the Lease; provided further, however, that Purchaser Subsequent Landlord shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser Subsequent Landlord shall become the owner landlord of the PropertyPremises, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Propertyif any, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by PurchaserSubsequent Landlord, provided, however, that Tenant shall not be required to replenish any Security Deposit not provided to Subsequent Landlord by Prior Landlord, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser Subsequent Landlord or (ii) such prepayment shall have been expressly approved of by Lender or PurchaserSubsequent Landlord, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without LenderGround Lessor’s or PurchaserSubsequent Landlord’s prior written consent in violation of the terms of the Ground Lease prior to the time Purchaser Subsequent Landlord succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the PropertyPremises, or any portion thereof, made prior to the time Purchaser Subsequent Landlord succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser Subsequent Landlord does arise pursuant to this Agreement, such liability shall be limited and restricted to PurchaserSubsequent Landlord’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender Ground Lessor or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender Ground Lessor or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights)Lease, except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord Landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, ; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (ed) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (fe) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign assign, at Lender’s or such successor or assign’s cost and expense, for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights)Lease, except as otherwise specifically provided in this Agreement.

Attornment. If Lender or the interest of Landlord is transferred to any other subsequent purchaser of the Property shall become the owner of the Property person (a “Transferee”) by reason of the foreclosure termination or foreclosure, or proceedings for enforcement, of the Mortgage an Encumbrance, or the acceptance by delivery of a deed or assignment in lieu of such foreclosure or by reason of any other enforcement of proceedings, Tenant will immediately and automatically attorn to the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Transferee. Upon attornment this Lease shall not be terminated or affected thereby but shall will continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant Tenant, upon all of the same terms, conditions and covenants and conditions set forth as stated in this Lease, except that the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall Transferee will not be be: (a) liable for the failure any act or omission of any prior landlord (any such prior landlord, including Landlord and (but such exemption will not excuse the Transferee from the performance of any successor landlord, being hereinafter referred obligations of the landlord under this Lease required to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior be performed subsequent to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant transfer to the terms and conditions of the Lease, Transferee); (b) subject to any offsets, defenses, abatements offsets or counterclaims defenses which shall Tenant might have accrued in favor of Tenant against any Prior prior landlord, including Landlord prior (excluding any express right of abatement granted under this Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the date upon Transferee (the “Foreclosing Lender”) was afforded any notice and cure rights to which Purchaser shall become it was entitled under Section 21.1 with respect to the owner matter that gave rise to such express right of abatement); (c) bound by any Rent or advance Rent which Tenant might have paid for more than the current month or the next succeeding month to any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of the PropertySecurity Deposit or any other security or advance rental deposit made by Tenant, except to the extent that such offsets are otherwise expressly provided for under the Lease same is paid over to the Transferee; or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating termination, amendment or amending or modifying modification of this Lease (other than one expressly contemplated by the rentterms of this Lease and effected according to such express terms, term, commencement date or other material term such as a termination by Landlord due to a Default by Tenant) made without the written consent of the Lease (except for Amendments Foreclosing Lender. Tenant agrees, upon request by and without cost to the Lease which are executed Transferee, to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior promptly execute and deliver to the time Purchaser succeeded Transferee such instrument(s) as may be reasonably required to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, evidence such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementattornment.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser but the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of make such repairs and limited to the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser extent Transferee shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without the Lender’s or Purchaser’s prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser In the event of a transfer of Borrower’s interest in the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of to a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Purchaser (Lender or such other purchaser being hereinafter referred as “Purchaser”defined below), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Purchaser as its landlord under the Lease and Purchaser to be bound by virtue of such acquisition all of the Property shall be deemed to have agreed to accept such attornment, provided, however, provisions of the Lease for the balance of the term thereof; provided that the Purchaser shall not be be: (a) liable Liable for the failure any act or omission of any prior landlord Prior Landlord (as defined below) or subject to any such prior landlord, including Landlord and offsets or defenses which Tenant might have against any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, ; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable Liable for the return of any rental security depositsdeposit, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) or bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) Landlord, except to the extent such sums are actually received by Purchaser; (c) Bound by any amendment to the Lease made without the prior written consent of Lender; (d) Liable for obligations under the Lease or for obligations which first accrue after Purchaser has sold or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, otherwise transferred its interest in the Property; (e) Obligated to install, construct or pay for any tenant or other improvements or alterations to or on the Premises or Property; bound to restore the Premises or Property after a casualty for a cost in excess of any insurance proceeds received by Lender with respect to such casualty; or bound to restore the Premises or Property after a taking in condemnation for a cost in excess of the portion of any condemnation award made specifically for that purpose; (f) Bound by any agreement terminating restriction on competition beyond the Property; (g) Bound by any notice of termination, cancellation or amending or modifying the rent, term, commencement date or other material term surrender of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s the prior written consent prior of Lender; (h) Bound by any option to purchase, right of first offer to purchase or right of first refusal to purchase with respect to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, Property or any portion thereof, ; (i) Liable for the breach of any representation or warranty made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of by Prior Landlord in the Lease. In the event that ; or (j) Liable for any liability indemnity obligation of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest Prior Landlord contained in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon except with respect to the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this AgreementPurchaser’s acts or omissions.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or an assignment of ground lease in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Purchaser shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the term with the same force and effect as if Purchaser were the lessor under the Lease subject to the terms of Section 4 of this Agreement; provided, however, that Purchaser shall not be be: (a) liable for the failure any past act, omission, neglect, default or breach of representation or warranty of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property), provided that so long as Purchaser has received written notice and a reasonable opportunity to cure, the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property Property, and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that the foregoing shall not obligate Purchaser shall have received written notice for any damages arising from such past act, omission, neglect, default or breach of such omissions, conditions representation or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions warranty of the Lease, any Prior Landlord; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, ; (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, ; (d) bound by any obligation which may appear in the Lease to perform any improvement work to the Property; (e) bound by any obligation which may appear in the Lease to pay any sum of money to Tenant; (f) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, ; (eg) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest interest; or (h) responsible for the making of repairs in or (f) bound to the Property in the case of damage or destruction to the Property or any part thereof due to fire or other casualty or by any assignment reason of condemnation unless Purchaser is obligated under the Lease to make such repairs and Purchaser receives insurance proceeds or sublease condemnation awards sufficient to finance the completion of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Leasesuch repairs. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. Tenant agrees that the institution of any action or other proceedings by Lender under the Mortgage in order to realize upon Landlord's interest in the Premises shall not result in the cancellation or termination of the Lease or Tenant's obligations thereunder. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property Premises by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage otherwise, (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, a) the Lease shall not be terminated or affected thereby but thereby, (b) Tenant shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser Lender and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior recognize Lender as its landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to for the date on which Purchaser shall become the owner unexpired term of the PropertyLease, provided that the foregoing shall not limit Purchaser’s obligations under the Lease subject to correct any conditions all of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to Lease and such attornment shall be effective and self‑operative without the execution of any offsets, defenses, abatements further instrument on the part of Lender or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the PropertyTenant, (c) liable for if, by operation of law, or otherwise, the return commencement of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents action or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of proceedings by Lender under the Mortgage or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender entry into and taking possession of the Premises demised under shall result in the Lease, made without Lender’s cancellation or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment termination of the Lease or sublease of the PropertyTenant's obligations thereunder, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. AlternativelyTenant shall, upon the written request of Lender or its successors or assignsrequest, Tenant shall enter into execute and deliver a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon containing the same terms and conditions as contained in the Lease (includingincluding all right of renewal and extension), without limitationfor the remaining term thereof, and (d) Lender shall not be (i) responsible or liable for any monetary damages as a result of, or obligated to cure, any extension rightsdefaults by Landlord under the Lease (provided that the foregoing shall not be deemed to relieve Lender or any other party from the obligation to perform any obligations of a continuing nature, at the time that Lender or any other party succeeds to the interest of Landlord under the Lease), except as otherwise specifically (ii) subject to claims, defenses or offsets under the Lease or against Landlord which arose or existed prior to the time Lender obtains possession of the Premises (provided that the foregoing shall not be deemed to (A) relieve Lender or any other party from any obligations of a continuing nature, at the time that Lender or any other party succeeds to the interest of Landlord under the Lease), or (B) modify or waive any rights of self-help, set-off, abatement or termination expressly provided in this Agreement.the Lease or otherwise provided by applicable law, (iii) bound by any rent paid more than thirty (30) days in advance other than prepayments expressly required by the Lease, but only to the extent required, and credits due Tenant pursuant to any payment of additional rent made in advance (including CAM, insurance and real estate taxes), (iv) liable for the return of any security deposit paid to any prior landlord, including Landlord, unless Lender has actually received the same, or (v) bound by any material amendment or modification of the Lease or any waiver of any term of the Lease made without Lender’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed and it being agreed by

Attornment. If Lender or any other subsequent purchaser the interests of Landlord in the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, under the Lease shall not be terminated or affected thereby but are acquired by a Successor Landlord, then the Lease shall continue in full force and effect as a direct lease between Purchaser Tenant and Tenant Successor Landlord upon all of the terms, covenants and conditions set forth in the Lease Lease, and in that event, Tenant agrees to attorn to Purchaser Successor Landlord and Purchaser Successor Landlord by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, ; provided, however, that Purchaser Tenant and Successor Landlord agree that the following provisions of the Lease (if any) shall not be binding on Successor Landlord: (i) any option to purchase with respect to the Property or (ii) any right of first refusal with respect to the Property; and, provided, further, that Successor Landlord shall not be: (a) liable Liable for the failure any acts or omissions of any prior landlord (any such prior landlordincluding, including Landlord and any successor landlordbut not limited to, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser Successor Landlord shall become the owner of the Property, provided that unless the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of same represent a continuing nature that (i) existed as covenant of the date Purchaser became landlord, such as the owner obligation to repair and maintain certain aspects of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided furtherProperty, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant but only to the terms extent such failure continues from and conditions of after the Lease, date when Successor Landlord acquires the Property; or (b) subject Subject to any offsets, defenses, abatements or counterclaims which Tenant might have arising out of acts or omissions of any prior landlord (including, but not limited to, Landlord) which shall have accrued in favor of Tenant against any Prior Landlord prior landlord prior to the date upon which Purchaser Successor Landlord shall become the owner of the Property; or (c) Bound by any amendment or modification of the Lease made without Bank’s prior written consent; or (d) Obligated to give Tenant a credit for, except or acknowledge, any rent or any other sums not actually received by Successor Landlord which Tenant has paid to Landlord which is in excess of the rent due under the Lease at the time Successor Landlord gave Tenant notice of it succeeding to the extent that Landlord’s interests; or (e) Liable for the repayment of any monies paid by Tenant under the Lease, including without limitation, security deposits, advance rent or otherwise, unless Successor Landlord actually received possession of such offsets are otherwise expressly provided monies; or (f) Bound by or responsible for or affected by any purchase option or right of first offer or first refusal contained in the Lease, which provisions shall be of no force and effect upon Successor Landlord; or (g) Bound by, or responsible for, any other term or provision of the Lease which is personal to Landlord or which may not reasonably be performed by Successor Landlord or its successors and assigns in the ordinary course of business; or (h) Bound to commence or complete any construction or to make any contribution toward construction or installation of any improvements upon the Leased Premises required under the Lease or were used any expansion or rehabilitation of existing improvements thereon, or for restoration of improvements following any casualty not required to fund any Improvement Allowance be insured under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return costs of rental security deposits, if any, paid by Tenant any restoration in excess of any proceeds recovered under any insurance required to any Prior Landlord in accordance with be carried under the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless Lease; or (i) Obligated to enforce any restriction on competition or pay any expenses or damages in connection with or arising from such sums are actually received by Purchaser or restriction; or (iij) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised Personally liable under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to . Successor Landlord’s interest or (f) bound by any assignment of liability under the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s the ownership interest of Successor Landlord in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this AgreementProperty.

Attornment. a) If Lender or Landlord’s interest in the Premises is acquired by any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of ground lessor, beneficiary under a deed of trust, mortgagee, or assignment purchaser at a foreclosure sale or in acquiring Landlord’s interest in the Premises in lieu of foreclosure Tenant shall attorn to the transferee or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth successor to Landlord’s interest in the Lease Premises and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of recognize such acquisition of the Property shall be deemed to have agreed to accept such attornmenttransferee or successor as Landlord under this Lease, provided, however, that Purchaser such transferee or successor agrees as set forth above, in a written SNDA not to disturb Tenant’s tenancy hereunder and agrees to be bound by and assume the terms, conditions and obligations of Landlord under this Lease, except that such assumption shall not be (a) liable for deemed of itself an acknowledgment by such purchaser or successor of the failure validity of any then existing Claims of Tenant against any prior landlord (any including Landlord). Within ten (10) business days of delivery by Landlord, Tenant shall execute such prior landlordcommercially reasonable further documents and assurances as such lender or such purchaser or successor may reasonably require, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior an amendment to the date on which Purchaser shall become the owner of the Propertythis Lease with such changes as may be reasonably requested by such lender, successor or purchaser, provided that the foregoing shall such changes do not limit Purchasermaterially increase Tenant’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property this Lease, or materially and (ii) violate Purchaseradversely affect Tenant’s obligations as landlord rights under the Lease; provided further. If Tenant fails to deliver such executed amendment to Landlord within ten (10) business days after delivery by Landlord, however, that Purchaser shall have received and such failure continues for more than three (3) days after written notice of such omissionsfrom Landlord, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject then in addition to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded remedy available to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease pay as Additional Rent One Thousand and no/100ths Dollars ($1,000.00) for every day after delivery of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease second (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.2nd) notice that such SNDA remains undelivered to

Attornment. If the Lender or any other subsequent purchaser should succeed to the interests of the Property Landlord under the Lease, then: a. The Tenant shall become the owner be bound under all of the Property by reason terms of the foreclosure Lease for the balance of the Mortgage term remaining and any extensions or renewals which may be effected under the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of Lease, with the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full same force and effect as a direct lease between Purchaser and if the Lender were the original Landlord. The agreement by the Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition the Lender as its landlord shall be effective immediately upon the Lender's succeeding to the interest of the Property shall be deemed to have agreed to accept such attornmentLandlord under the Lease, without the execution of any further instruments; provided, however, that Purchaser the Tenant shall not be under no obligation to pay rent or additional rent to the Lender or any subsequent owner until the Tenant receives written notice from the Lender that the Lender has succeeded to the rights of the Landlord or has exercised its right to receive payment of the rent pursuant to the terms of the Deed of Trust. b. The Lender shall be bound to the Tenant under the terms of the Lease; provided, however, that in no event shall the Lender: (ai) be liable to the Tenant for any act or omission of any prior landlord; (ii) be subject to any offset or defense which the failure Tenant might have against any prior landlord; (iii) be bound by any previous amendment or modification of the Lease unless such amendment shall have been approved in writing by the Lender; (iv) be bound by any previous payment of rent or additional rent (or other sums) for a period greater than one (1) month; (v) be liable to the Tenant for any obligation of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued occurring prior to the date on that the Lender or any subsequent owner acquires title to the Demised Premises with the exception of building maintenance or repairs which Purchaser shall become be promptly conducted following the owner appointment of a receiver or foreclosure; (vi) be liable to the Tenant for any security or other deposits given to secure the performance of the Property, provided that the foregoing shall not limit Purchaser’s Tenant's obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that the Lender shall have acknowledged actual receipt of such offsets are otherwise expressly provided security or other deposits in writing; (vii) be liable for any damages or other relief attributable to any latent or patent defect in the Project or the Premises; or (viii) be bound by any obligation to provide funds to the Tenant for the improvements to the Premises, allowances, rental abatements, concessions or other purposes. c. If requested by the Lender, the Tenant will execute an agreement affirming the Tenant's obligations under the Lease and the Tenant's obligation to pay all rents and other sums due or were used to fund any Improvement Allowance become due under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment as they shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments become due to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender Administrative Agent or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender Administrative Agent or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender Administrative Agent or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without LenderAdministrative Agent’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or interest, (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease, or (g) required to restore, repair or rebuild the Premises in the event of condemnation. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender Administrative Agent or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender Administrative Agent or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser the interest of the Property Landlord under this Lease shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement on any other enforcement first mortgage on the Demised Premises, Tenant shall be bound to such transferee (herein sometimes called the "Purchaser") for the balance of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”)Term remaining, and any extensions or renewals thereof which may be effective in accordance with the terms and conditions set forth in Section 2 above have been met at hereof with the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full same force and effect as a direct lease between Purchaser if the purchaser were the Landlord under this Lease, and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees does hereby agree to attorn to the Purchaser, including the Mortgagee if it be the Purchaser and Purchaser by virtue of such acquisition succeeding to the interest of the Property shall be deemed to have agreed to accept Landlord under this Lease. The respective rights and obligations of Tenant and the Purchaser upon such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term then remaining balance of the Term of this Lease (except for Amendments to and any such extensions and renewals shall be and are the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Leasesame as those set forth herein. In the event of such transfer of Landlord's interest, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under Lease or otherwise and Landlord's successor by acceptance of rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of the Landlord under this Lease. Landlord, in the event this provision becomes effective, shall use reasonable efforts to obtain and provide Tenant with a letter duly executed by the Landlord and acknowledged by Transferee providing that any liability of Purchaser does arise pursuant rents or other monies paid in advance by Tenant to this Agreement, such liability shall be limited Landlord as well as the Security Deposit have been transferred to and restricted to Purchaser’s interest are in the Property and shall in no event exceed such interest. Alternatively, upon the written request possession of Lender or its successors or assigns, Transferee thereby giving Tenant shall enter into a new lease of the Premises with Lender or such successor or assign full credit for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementsaid monies.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (ai) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlordLandlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of its obligations Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, Property provided that the foregoing shall not limit Purchaser’s obligations such Purchaser cures any continuing default of Prior Landlord under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (bii) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (ciii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (div) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender Purchaser or Purchaser, (ev) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Leaseinterest. In the event that any liability of Purchaser does arise pursuant to this AgreementAgreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the Conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without the Lender’s or Purchaser’s prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser the Transferee shall not be (a) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale, (b) required to make any repairs to the foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of make such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Leaserepairs, (bc) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cd) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (de) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (ef) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (g) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without the Lender’s or Purchaser’s prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the "TRANSFEREE") if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser the provisions of the Mortgage and the Loan Agreement shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord's failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord's interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without the Lender’s or Purchaser’s 's prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s 's interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s 's interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred to as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser Purchaser, and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, whereupon Purchaser shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the term with the same force and effect as if Purchaser were the lessor under the Lease subject to the terms of Section 4 of this Agreement, but without limiting Purchaser’s rights and remedies as a result of an Event of Default (as defined in the Lease) by Tenant under the Lease; provided, however, that Purchaser shall not be be: (a) liable for the failure any past act, omission, neglect, default or breach of representation or warranty of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property), provided that so long as Purchaser has received written notice and an opportunity to cure as set forth in Section 4 below, the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property Property, and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that the foregoing shall not obligate Purchaser shall have received written notice for any damages arising from such past act, omission, neglect, default or breach of such omissions, conditions representation or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions warranty of the Lease, any Prior Landlord; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, ; (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, ; (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, ; (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or any other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises Property demised under the Lease, made without Lender’s or or, if Purchaser has acquired the Property at the time of such action, Purchaser’s prior written consent; provided, however, that Landlord and Tenant may amend or modify the Lease without Lender’s or Purchaser’s (as applicable) consent prior to in connection with any matters that Tenant may effect as a matter of right under the time Lease without any requirement of consent by Landlord, and Lender and Purchaser succeeded to Landlord’s interest or shall be bound by any such amendments; or (f) bound responsible for the making of repairs in or to the Property in the case of damage or destruction to the Property or any part thereof due to fire or other casualty or by any assignment reason of condemnation unless Purchaser is obligated under the Lease to make such repairs and Purchaser receives insurance proceeds or sublease condemnation awards sufficient to finance the completion of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementrepairs.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the Conditions above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without the Lender’s or Purchaser’s prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlordLandlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of its obligations Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender Purchaser or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Leaseinterest. In the event that any liability of Purchaser does arise pursuant to this AgreementAgreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser In the event of the Property shall become the owner purchase or other acquisition of the Property Leased Premises or Landlord's interest therein in a foreclosure sale or by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure under any Facility Mortgage or by reason pursuant to a power of sale contained in any other enforcement Facility Mortgage, then in any of such events Tenant shall, at the request of Landlord or Landlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest, as the lessor under this Lease for the balance then remaining of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”)Term, and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the thereafter this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser such Person, as "Landlord", and Tenant upon all of the termsTenant, covenants and conditions set forth in the Lease and in as "Tenant," except that eventsuch lessor, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser transferee or purchaser shall not be (a) liable for the failure any act or omission of any prior landlord (any Landlord before such prior landlordlease termination or before such Person's succession to title, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) nor be subject to any offsetsoffset, defensesdefense or counterclaim accruing before such lease termination or before such Person's succession to title, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise nor be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents Rent before such lease termination or other sums which Tenant may have paid before such Person's succession to title for more than one (1) month in advance to any Prior advance. Tenant shall, within ten (10) Business Days after request by Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved the transferee or purchaser of by Lender Landlord's interest execute and deliver an instrument or Purchaser, (e) bound by any agreement terminating or amending or modifying instruments confirming the rent, term, commencement date or other material term foregoing provisions of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to this Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease, or the Lease. In the event that any liability obligations of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. AlternativelyTenant hereunder, upon the written request of Lender or its successors or assigns, Tenant shall enter into as a new lease result of the Premises with Lender or completion of any such successor or assign for the then remaining term of the Lease, upon the same terms foreclosure and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementsale.

Attornment. If Lender or any other subsequent purchaser of Agent and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby if the Conditions above have been met or, if the conditions above have not been met at the time of such transfer, at the option of the transferee of the Property (the “Transferee”) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser the provisions of the Loan Agreement and Mortgage shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or such sums are an estimated payment against annual pass-through charges, or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaserthe Agent’s prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or If, and so long as, any other subsequent purchaser mortgage on the Property is in effect, then at the option of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage mortgagee: (Lender or such other purchaser being hereinafter referred as “Purchaser”), a) This Lease and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall Tenant's tenancy hereunder will continue in full force and effect notwithstanding (i) the occurrence of any event of default under such mortgage; (ii) any failure by Landlord to comply with any provision of this Lease; (iii) any defense, counterclaim or setoff to which Tenant might be entitled against Landlord under this Lease; (iv) any delay or omission by the mortgagee in exercising, or any waiver by the mortgagee of, any right or remedy under the Mortgage or the note which it secures ("Note"); (v) any amendment of or supplement to the Note or the mortgage which does not affect any rights of Tenant under this Lease; (vi) any bankruptcy, receivership, insolvency, reorganization, composition, dissolution, liquidation, or similar proceeding with respect to Landlord. (b) If any such mortgagee shall enter into and become possessed of the Demised Premises or any part thereof through summary or other proceedings, Tenant shall be obligated to pay to such mortgagee the rent payable hereunder as a direct lease between Purchaser the same becomes payable and otherwise to comply with the provisions hereof on the part of Tenant upon to be complied with; and (c) If any such mortgagee or any purchaser at any public or private foreclosure sale resulting from any default under any such mortgage, shall enter into and become possessed of the Demised Premises or any part thereof through summary or other proceedings, Tenant, without charge therefore, will attorn to such mortgagee or purchaser, as the case may be, and recognize such mortgagee or purchaser as its Landlord under this Lease, in accordance with all of the termsprovisions hereof, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue will promptly execute upon request of such acquisition mortgagee or purchaser an agreement of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementrecordable form.

Attornment. If Lender In the event that Landlord transfers title to the Premises, or any other subsequent purchaser the Premises are acquired by another upon the foreclosure or termination of an Encumbrance to which this Lease is subordinated (i) Tenant shall, subject to the non-disturbance provisions of Section 20.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the Property shall become terms and provisions of this Lease, with such new owner for the owner remainder of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”)term hereof, and the conditions set forth in Section 2 above have been met or, at the time Purchaser becomes owner election of the Propertysuch new owner, the this Lease shall not be terminated or affected thereby but shall continue in full force automatically become a new Lease between Tenant and effect as a direct lease between Purchaser and Tenant such new owner, upon all of the terms, covenants terms and conditions set forth in hereof, for the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition remainder of the Property term hereof, and (ii) Landlord shall thereafter be deemed to have agreed to accept relieved of any further obligations hereunder and such attornmentnew owner shall assume all of Landlord’s obligations hereunder, provided, however, except that Purchaser such new owner shall not be not: (a) be liable for the failure any act or omission of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred or with respect to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued events occurring prior to the date on which Purchaser shall become the owner acquisition of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Leaseownership; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) be subject to any offsets, defenses, abatements offsets or counterclaims defenses which shall tenant might have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, landlord; (c) be bound by prepayment of more than one month’s rent, or (d) be liable for the return of rental any security deposits, if any, deposit paid by Tenant to any Prior Landlord in accordance with the prior landlord. Tenant waives its right under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease unless such sums are actually received by Purchaser, (d) bound by as a result of any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender sale of the Premises demised under or the Lease, made without Lender’s foreclosure or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by termination of any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this AgreementEncumbrance.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for In the failure event of any prior landlord (any such prior landlord, including Landlord a termination of the Principal Term or Tenant's rights and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations privileges under the this Lease which have accrued Agreement prior to the expiration date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct Principal Term for any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease reason whatsoever (including, without limitation, termination by reason of a default by Tenant of any extension rightsof its obligations under this Lease Agreement), Landlord covenants that with respect to the period of time commencing as of the date of termination and ending as of the date on which the Principal Term would have expired but for such early termination: (i) Tenant's sublessees shall not be disturbed in their possession of the Premises in accordance with the terms and conditions of their respective subleases, except for such cause as otherwise specifically would entitle Tenant to terminate any such sublessee's sublease; (ii) each such sublease, if then in existence, shall continue with the same force and effect as if Landlord, as lessor, and the sublessee, as lessee, had entered into a lease containing the same terms, covenants and conditions as those contained in the sublease; and (iii) Landlord shall accept the attornment of any such sublessee as lessee to Landlord. (b) Landlord agrees, without limiting the effectiveness of the covenants and agreements set forth in subsection 40(a), on request by Tenant or any sublessee from time to time, promptly to execute, acknowledge and deliver all such instruments or documents as may be requested by Tenant or any sublessee in confirmation of the provisions set forth in subsection 40(a). (c) Landlord agrees that Landlord shall send during the Principal Term to any sublessee whose name and address is furnished to Landlord copies of any notices of default to Tenant concurrently with the notices sent to Tenant; and any such sublessee shall have the right, but shall not be obligated, to cure or remedy any such default within the period provided in this AgreementLease Agreement and Landlord agrees to accept such performance on the part of any such sublessee as though the same had been done and performed by Tenant.

Attornment. If Lender Subject to the provisions of Section 24(f) below and provided that Landlord shall have obtained for Tenant’s benefit the SNDA that has been executed by the lender or mortgagee, in the event any other subsequent purchaser proceedings are brought for the foreclosure of, or in the event of exercise of the Property power of sale under, any deed of trust to secure debt given by Landlord and covering the Demised Premises, the party secured by any such deed of trust shall become recognize this Lease and, in the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason event of any other enforcement foreclosure sale under such deed of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”)trust, and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the this Lease shall not be terminated or affected thereby but shall continue in full force and effect effect, (x) Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as a direct lease between Purchaser the owner and Tenant upon landlord under this Lease, and (y) such party, as landlord: (i) shall recognize Tenant’s rights to continue to occupy the Demised Premises and exercise and enjoy all of its rights hereunder, and so long as Tenant complies with the terms, covenants terms and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue provisions of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser this Lease; (ii) shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment payments of rents, additional rents Base Annual Rent or other sums which Tenant may have paid Additional Rent more than one (1) month in advance to of their due date other than Tenant’s prepayments of Additional Rent in connection with Operating Expenses and Real Estate Taxes; (iii) shall have no obligation for the return of any Prior Landlord unless (i) such sums are security deposit not actually received by Purchaser or such party; (iiiv) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) not be bound by any agreement terminating amendment or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments modification to the Lease to which are executed such party has not consented in writing; (v) shall not be subject to memorialize rights granted in the Lease)any claim, defense or setoff which could be asserted against any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to predecessor Landlord’s interest or ; and (fvi) bound shall have no liability for any default by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to predecessor Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlordLandlord, being hereinafter referred to as a “Prior Landlord”’) to perform any obligations of its obligations Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that unless the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of same represent a continuing nature that (i) existed as covenant of the date Purchaser became Landlord, such as the owner obligation to repair and maintain certain aspects of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided furtherProperty, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant but only to the terms extent such failure continues from and conditions of after the Leasedate when Purchaser acquires the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance of the due date therefor to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender Purchaser or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term terms of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Leaseinterest. In the event that any liability of Purchaser does arise pursuant to this AgreementAgreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred to as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Purchaser shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the term with the same force and effect as if Purchaser were the lessor under the Lease subject to the terms of Section 4 of this Agreement; provided, however, that Purchaser shall not be be: (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s liability for, and obligations under the Lease to correct correct, any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable an opportunity to cure the samesame as provided in Section 5 below, all pursuant to the terms and conditions of the Lease, ; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except for (i) the right to recapture from rent any reasonable amounts expended by Tenant to cure a default of any Prior Landlord for which Lender had received a copy of notice pursuant to the extent that such offsets are otherwise expressly provided terms hereof and would have been required to cure upon succeeding to the interest of Prior Landlord, and (ii) any rental abatements and/or credits available to Tenant pursuant to Section 3.1, Article 16 or Article 17 of, or the Services Exhibit attached as Exhibit F to, the Lease; (c) liable for damages for any breach, act or omission of any Prior Landlord which have accrued prior to the time Purchaser succeeded to any Prior Landlord’s interest under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition by reason of the Property, foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument; (cd) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, ; (de) bound by any obligation which may appear in the Lease to perform any initial improvement work to the Property to prepare the premises demised under the Lease for occupancy by Tenant; (f) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender Purchaser; (g) subject to the terms and provisions of Section 7 below, bound by any obligation to make any payment to Tenant which was required to be made prior to the time Purchaser succeeded to any Prior Landlord’s interest under the Lease by reason of the foreclosure of the Security Instrument or Purchaserthe acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument, except for any payments resulting from any rental abatements and/or credits available to Tenant pursuant to Section 3.1, Article 16 or Article 17 of, or the Services Exhibit attached as Exhibit F to, the Lease; (eh) bound by any agreement terminating amendment or amending or modifying modification of the rent, term, commencement date term or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest interest, provided, however, that no consent from Lender or Purchaser shall be required to any amendment or modification (fincluding, without limitation, termination) bound by any assignment of the Lease either expressly provided for in the Lease or sublease entered into as a result of Tenant’s exercise of any renewal, expansion, first refusal, first offer or other options or rights contained in the Property, Lease; or (i) responsible for the making of repairs in or to the Property in the case of damage or destruction to the Property or any portion thereof, made prior part thereof due to fire or other casualty or by reason of condemnation unless Purchaser is obligated under the time Lease to make such repairs and Purchaser succeeded to Landlord’s interest other than receives insurance proceeds (or would have received insurance proceeds if pursuant to Purchaser maintained the provisions insurance required of Landlord under Article XII of the Lease) or condemnation awards sufficient to finance the completion of such repairs. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property (and the rents, issues and profits derived therefrom and, in the event of a sale thereof, the proceeds of any such sale) and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without the Lender’s or Purchaser’s prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Purchaser shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the term with the same force and effect as if Purchaser were the lessor under the Lease subject to the terms of Section 4 of this Agreement; provided, however, that Purchaser shall not be be: (a) liable for the failure any past act, omission, neglect, default or breach of representation or warranty of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property), provided that so long as Purchaser has received written notice and a reasonable opportunity to cure, the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property Property, and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that the foregoing shall not obligate Purchaser shall have received written notice for any damages arising from such past act, omission, neglect, default or breach of such omissions, conditions representation or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions warranty of the Lease, any Prior Landlord; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, ; (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, ; (d) bound by any payment of rents, additional rents or other sums obligation which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained appear in the Lease (including, without limitation, to perform any extension rights), except as otherwise specifically provided in this Agreement.improvement work to the Property;

Attornment. If Lender Tenant’s obligations pursuant to this Section 13.2 to attorn to any future mortgagee (or purchaser at foreclosure or similar successor stepping into the mortgagee’s position) shall be subject to receipt of a Non-disturbance, Agreement from any other subsequent purchaser such future mortgagee in the same manner as provided for subordination of this Lease in Section 13.1 (and subject to the provisions of the Property final sentence of Section 13.1(a)). Subject to the foregoing sentence, Tenant shall, within twenty (20) days after Landlord’s request, execute any requisite or appropriate document confirming the foregoing subordination, except in the case of a Future Non-Disturbance Agreement in which case the time limit shall become be ten (10) business days. If Tenant fails to execute such document within such twenty (20) day period, and such failure continues for five (5) business days following a second notice from Landlord (which notice prominently states in all capital letters on the owner first page of such notice that failure to act shall result in damage payments set forth in Section 13.2 of the Property Lease), then Tenant shall pay to Landlord as Additional Rent a fee in the amount of Two Hundred Fifty Dollars ($250.00) per day for each day following the expiration of such five (5) business day period until Tenant so executes and delivers to Landlord all such requested documents. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant’s obligations hereunder in the event any foreclosure proceeding is prosecuted or completed or in the event the Building, the Land or Landlord’s interest therein is transferred by reason of the foreclosure of the Mortgage or the acceptance of a foreclosure, by deed or assignment in lieu of foreclosure or by reason otherwise. Tenant agrees that in the event any proceedings are brought for the foreclosure of any other enforcement of mortgage encumbering the Mortgage (Lender or Building, if requested to do so by such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that eventpurchaser, Tenant agrees to shall attorn to Purchaser the purchaser at such foreclosure sale and Purchaser by virtue of shall recognize such acquisition of purchaser as the Property shall be deemed to have agreed to accept landlord under this Lease. Tenant agrees that upon any such attornment, provided, however, that Purchaser such purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents the Base Annual Rent or other sums which Tenant may have paid Additional Rent more than one (1) month in advance advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to any Prior Landlord unless (i) the extent such sums are actually received by Purchaser or (ii) such prepayment shall prepayments have been expressly approved of by Lender or Purchaserdelivered to such transferee, (eb) be bound by any agreement terminating or amending or modifying amendment of this Lease made without the rent, term, commencement date or other material term consent of the holder of each mortgage existing as of the date of such amendment (if consent is required under the instruments evidencing or securing such mortgage) (other than amendments of this Lease that simply evidence a right or obligation of Tenant provided under the terms of this Lease, such as the rights provided in Articles 19, 20, 21, and 22, (c) be liable for damages for any breach, act or omission of any prior landlord except for Amendments acts or omissions of a continuing nature, as to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability purchaser shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign liable only for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights)damages first arising after attornment; provided that, except as otherwise specifically provided in any subordination, non-disturbance agreement agreed to by the holder of such mortgage, such purchaser shall not be liable for any landlord obligations to complete construction of the Building or the Demised Premises, to fund allowances (except for the Landlord’s Contribution, which a successor landlord may agree to fund via rent offset); or (d) be subject to any offsets or defenses which Tenant might have against any prior landlord unless it is an express right granted under this AgreementLease. Within ten (10) business days after the request of such transferee, Tenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment.

Attornment. If Lender a Superior Mortgagee or any other subsequent purchaser Superior Lessor shall succeed to the rights of the Property shall become the owner of the Property by reason of the Landlord under this lease, whether through possession or foreclosure of the Mortgage action or the acceptance delivery of a deed new lease or assignment in lieu deed, then at the option and upon request of foreclosure or by reason such party so succeeding to Landlord's rights (herein sometimes referred to as "Successor Landlord") but subject to the terms of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred existing SNDA and upon Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize Successor Landlord as “Purchaser”)Tenant's landlord under this lease, and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but 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 Purchaser Successor Landlord and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the Lease this lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept applicable after such attornment, provided, however, attornment except that Purchaser Successor Landlord shall not be not: (a) be liable for the failure any previous act or omission of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, this lease; (b) be subject to any credits, offsets, claims, counterclaims, demands or defenses, abatements or counterclaims which shall have theretofore accrued in favor of to Tenant against Landlord; (c) be bound by any Prior Landlord prior to the date upon which Purchaser shall become the owner previous amendment or modification of the Propertythis lease, except to the extent that such offsets are otherwise not expressly provided for under the Lease in this lease, or were used to fund by any Improvement Allowance under the Lease including interest thereon previous prepayment of more than one month's fixed rent or to fund the repairsadditional rent, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received amendment or modification or prepayment shall have been expressly approved in writing by Purchaser, the Superior Lessor or the Superior Mortgagee through or by reason of which Successor Landlord shall have succeeded to the rights of Landlord under this lease; (d) bound by any payment prepayment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser month's fixed or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, additional rent; (e) bound by any agreement terminating covenant to undertake or amending or modifying the rent, term, commencement date or other material term complete any construction of the Lease Demised Premises or any portion thereof or pay for or reimburse Tenant for any costs incurred in connection with such construction; (except f) required to account for Amendments any security deposit other than any security deposit actually delivered to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or successor landlord; or (fg) bound by any assignment of the Lease obligation to make any payment to Tenant or sublease of the Property, grant or be subject to any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights)credits, except as otherwise specifically for services, repairs, maintenance and restoration provided in for under this Agreementlease to be performed after the date of attornment, it being expressly understood, however, that the successor landlord shall not be bound by any obligation to make payment to Tenant with respect to construction performed by or on behalf of Tenant at the Demised Premises.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “"Purchaser”"), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “"Prior Landlord”") to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s 's obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the LeaseProperty; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, ; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.,

Attornment. If the interest of the Landlord shall be transferred to the Lender or any other subsequent purchaser of the Property shall become the owner of the Property person by reason of the foreclosure Lender's exercise of any of its rights or remedies under the Loan Documents, including, with limitation, the exercise of the Mortgage power of sale under the Deed of Trust or other proceeding brought to enforce the acceptance rights of a the holder of the Deed of Trust by deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage method (Lender or each such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, persons being hereinafter referred to as a “Prior Landlord”) "Purchaser"), and the Lender or such purchaser succeeds to perform any the interest of its obligations the Lender in the Mortgaged Property, the Tenant shall be bound to the Lender or such Purchaser, and the Lender or such Purchaser shall be bound to the Tenant under all of the terms, covenants, conditions and warranties under the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which have accrued prior may be effected in accordance with any option granted in the Lease, with the same force and effect as if the Lender or such Purchaser were the Landlord under the 2 124 Lease, and the Tenant does hereby attorn to the date Lender or such Purchaser as its landlord, said attornment to be effective and self-operative without the execution of any further instruments on which the part of any parties hereto immediately upon the Lender or such Purchaser shall become succeeding to the owner interest of the Landlord in the Mortgaged Property. Without limiting the foregoing, provided that within fifteen (l5) business days after written request by the foregoing Lender or such Purchaser, the Tenant agrees to execute and deliver to the Lender or such person, any instrument of further assurance reasonably requested by the Lender or such Person to confirm and acknowledge such attornment. Notwithstanding anything to the contrary contained herein, the Tenant shall not limit Purchaser’s obligations be under no obligation to pay rent or any other charges due under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor Purchaser until the Tenant receives written notice from the Lender or assign for such Purchaser that it has succeeded to the then remaining term interest of the Lease, upon the same terms and conditions as contained Landlord in the Lease Mortgaged Property (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementor that the Lender has exercised its rights under the Deed of Trust) and directing where such rent should be delivered.

Attornment. If Lender or any other subsequent purchaser of ▇▇▇▇▇▇ and Tenant agree that, upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of otherwise, the Mortgage (Lender Lease shall not be terminated or such other purchaser being hereinafter referred as “Purchaser”), and affected thereby if the conditions set forth in Section 2 above have been met at the time Purchaser the Lender, purchaser at foreclosure or other transferee of the Property ("Transferee") becomes owner of the Property. In such event, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, ; provided, however, that Purchaser Transferee shall not be (a) obligated to complete or pay for any construction or tenant improvement work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction or tenant improvement work done by Tenant, (b) liable (i) for the Landlord's failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser Transferee shall become the owner of the Property, provided that or (ii) for any act or omission of Landlord prior to the foregoing date on which Transferee shall not limit Purchaser’s obligations become the owner of the Property, (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire or other casualty or by reason of condemnation unless Transferee shall be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions of Property or to the Leasepremises demised under the Lease which Landlord may have agreed to make, but had not completed, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by PurchaserTransferee, (d) bound g)bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser Transferee or (ii) such prepayment shall have been expressly approved of by Lender or PurchaserTransferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time Transferee succeeded to Landlord's interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s ▇▇▇▇▇▇'s prior written consent prior to the time Purchaser Transferee succeeded to Landlord’s ▇▇▇▇▇▇▇▇'s interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser Transferee succeeded to Landlord’s ▇▇▇▇▇▇▇▇'s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”)otherwise, and the conditions set forth in Section 2 above have been met at the time Purchaser Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease Lease, and in that event, . Tenant agrees to attorn to Purchaser Lender and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed Lender agrees to accept such attornment, ; provided, however, that Purchaser the provisions of the Security Instrument shall govern with respect to the disposition of 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 provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (b) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser Lender shall become the owner of the Property, provided that or succeeded to the foregoing rights of Landlord under the Lease, 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 fire, or other casualty or by reason of condemnation unless Lender shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs, and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissions, conditions or violations and shall have had a reasonable opportunity repairs; (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the Lease, premises demised under the Lease (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser Lender shall become the owner of the Property, except Property or succeeded to the extent that such offsets are otherwise expressly provided for rights of Landlord under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, Lease; (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless Lease, except to the extent such sums are actually received by Purchaser, Lender; (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser 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 Lease, or otherwise, to be made prior to the time Lender or Purchaser, succeeded to Landlord’s interest (ei) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, lease made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser Lender succeeded to Landlord’s interest interest; or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser Lender succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser and Tenant agree that upon the conveyance of the Property shall become the owner of ---------- the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the "Transferee") if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser the provisions of the Mortgage and the Loan Agreement shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord's failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided Property (providing that nothing set forth herein shall be deemed to negate a Transferee's obligation to perform the foregoing shall not limit Purchaser’s Landlord's obligations under the Lease arising after the date the Transferee becomes owner of the Property), or (ii) for any act or omission of Landlord, whether prior to correct or after such foreclosure or sale, (c) required to make any conditions repairs to the Property or to the premises demised under the Lease required as a result of a continuing nature that fire, or 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 (i) existed as of the date Purchaser became the owner of to make any capital improvements to the Property and or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or (ii) violate Purchaser’s obligations as landlord to perform or provide any services, in either case, not required to be made or be performed by the Landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord's interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s the Transferee's prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s 's interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s 's interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall Lend▇▇ ▇▇▇ Tenant agree that if Lend▇▇ ▇▇▇ll become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”)otherwise, and the conditions set forth in Section 2 above have been met at the time Purchaser Lender becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees Tena▇▇ ▇▇▇ees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed Lend▇▇ ▇▇▇ Lend▇▇ ▇▇▇ees to accept such attornment, provided, however, that Purchaser the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any construction work acquired to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tena▇▇, (▇) liable (i) for the Landlord's failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser Lender shall become the owner of the Property, provided that or (a) for any act or omission of Landlord, whether prior to or after such foreclosure or sale; (c) required to make any repairs to the foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall not limit Purchaser’s obligations be obligated under the Lease as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to correct 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 conditions of a continuing nature that (i) existed as capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord premises demised under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser Lender shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, ; (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, Landlord; (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser Lender or (ii) such prepayment shall have been expressly approved of by Lender or PurchaserLender, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time Lender succeeded to Land▇▇▇▇'▇ ▇nterest; (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior Lend▇▇'▇ ▇rior written consent prior to the time Purchaser succeeded Lend▇▇ ▇▇▇ceeded to Landlord’s interest Land▇▇▇▇'▇ ▇nterest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser Lender succeeded to Landlord’s 's interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of Landlord's interest in the Property is acquired by a beneficiary under a deed of trust, a mortgagee, or a purchaser at a foreclosure sale, Tenant shall become attorn to the owner of transferee of, or successor to, Landlord's interest in the Property by reason of the foreclosure of the Mortgage and shall recognize such transferee or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred successor as “Purchaser”)Landlord under this Lease, and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease such transferee shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and bound to Tenant upon under all of the termsterms of this Lease. Tenant, covenants shall, from and conditions set forth in after the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition occurrence of the Property shall be deemed to preceding events, have agreed to accept such attornment, the same remedies that Tenant might have had against Landlord provided, however, that Purchaser any such beneficiary, mortgagee or purchaser shall not be (ai) liable to Tenant for the failure damages for any acts or omissions of Landlord or any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued occurring prior to the date on which Purchaser shall become the owner of the Propertyobtaining possession, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements claims or counterclaims defenses which shall Tenant might have accrued in favor against Landlord or any prior landlord which arise by virtue of Tenant against any Prior Landlord acts or omissions occurring prior to the date upon which Purchaser shall become the owner of the Propertysuch beneficiary, except to the extent that such offsets are otherwise expressly provided for under the Lease mortgagee or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Propertypurchaser obtains title, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (diii) bound by any payment of rents, rent or additional rents or other sums rent which Tenant may have paid to Landlord or any prior landlord more than one (1) month in advance to or by any Prior Landlord deposit or rental security unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall funds therefor have been expressly approved of by Lender delivered to such beneficiary, mortgagee or Purchaserpurchaser, (eiv) bound by any agreement terminating amendment or amending or modifying modification made without the rent, term, commencement date or other material term prior consent of the Lease holder of the mortgage or deed of trust that was foreclosed, (except for Amendments v) obligated or liable to Tenant with respect to the Lease which are executed to memorialize rights granted construction and completion of the initial improvements in the Lease)Premises for Tenant's use, enjoyment or occupancy, except that Tenant shall have the right to terminate this Lease upon five (5) days written notice if such mortgagee or holder of a deed of trust fails to pay the Allowance contemplated by the Landlord's Work Agreement, or to complete the improvements required thereby, or (vi) liable for any voluntary damages Tenant may suffer as a result of any misrepresentation or breach of warranty of Landlord. Tenant waives the protection of any statute or rule of law which gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Premises demised under Property upon the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to transfer of Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such 's interest. AlternativelyTenant, upon the within fifteen (15) days following Landlord's written request of Lender or its successors or assignsrequest, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms agrees to execute and conditions as contained in the Lease (includingdeliver, without limitationany charge, any extension rights)and all documents evidencing such attornment and recognition, except as otherwise specifically provided in this Agreementreasonably requested by Landlord.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or on such other purchaser being hereinafter referred as “"Purchaser”"), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “"Prior Landlord”") to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s 's obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s 's obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s 's or Purchaser’s 's prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by 's interest, other than with respect to the exercise of any assignment of the Lease or sublease of the Propertyright, options, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of elections presently contained in the Lease, including, without limitation, options to terminate and options to extend. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s 's interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender (a) Tenant covenants and agrees that if the Mortgage is foreclosed, whether by power of sale or any other subsequent purchaser of the Property shall become the owner by court action, or if there is a transfer of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment conveyance in lieu of foreclosure (a “Foreclosure” and the purchaser at foreclosure or by reason the transferee in lieu of any other enforcement of the Mortgage (foreclosure, including Lender or such other an affiliate, nominee or designee of Lender, if it is the purchaser or transferee, is referred to as a “New Owner” and the Property being hereinafter referred as the “PurchaserForeclosed Property”), and the conditions set forth then in Section 2 above have been met at the time Purchaser becomes owner of the Propertysuch event, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all shall recognize any New Owner as Tenant’s new landlord. Notwithstanding the foregoing, in no event shall any New Owner be: (i) responsible for the performance of the terms, covenants and conditions set forth in any covenant or obligation of any previous landlord (including Landlord) under the Lease and in that event, Tenant agrees is either personal to attorn the previous landlord (including Landlord) or otherwise not susceptible to Purchaser and Purchaser performance by virtue of such acquisition of the Property New Owner (Lender acknowledging that all monetary obligations shall be deemed susceptible to have agreed performance); (ii) liable for any act, omission, default, misrepresentation, or breach of warranty, of any previous landlord (including Landlord) or obligations accruing as to accept the Property prior to New Owner’s actual ownership of the Property, except for any default of a continuing nature that is curable (Lender acknowledging that all monetary obligation shall be deemed curable) and continues after the date New Owner acquires an interest in the Property for which New Owner, as landlord, would be responsible under the Lease as of such attornmentdate; (iii) subject to any recoupment, estoppel, defense, claim or counterclaim that Tenant might be entitled to assert against any previous landlord (including Landlord); provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchasereither (1) Tenant’s obligations under right to exercise against New Owner the offset rights set forth in Sections 1.15.7 and 31.2 of the Lease and Section 6.1 of Exhibit C-2 of the Lease or (2) New Owner’s obligation to correct any conditions that are curable (Lender acknowledging that all monetary obligations shall be deemed susceptible of a continuing nature that (icure) and existed as of the date Purchaser became the owner of the Property attornment and (ii) violate PurchaserNew Owner’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, ; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (div) bound by any payment of rentsrent, additional rents rent, supplemental rent or other sums which charges or payments any Tenant may have paid made to any previous landlord (including Landlord) for more than one (1) month in advance except (1) to any Prior Landlord unless (i) the extent such sums are monies actually have been received by Purchaser New Owner, or (ii2) such prepayment shall have been expressly approved by New Owner (either before, on, or after the date of by Lender attornment); (v) liable for the return or Purchaser, application of any security deposit or other deposit or security that Tenant may have given to any previous landlord (eincluding Landlord) that has not been transferred to New Owner; or (vi) bound by any agreement terminating amendment or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment modification of the Lease or sublease of the Property, any termination or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term cancellation of the Lease, upon in each case made, given or done during the same terms and conditions as contained in term of this Agreement without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed, unless such amendment or modification is an exercise of any rights or options expressly granted to Tenant under the Lease (including, without limitation, any extension right of renewal, expansion, termination, and any first refusal/first offer to lease). (b) Notwithstanding anything to the contrary in this Agreement, (i) New Owner shall be bound by all obligations imposed by the Lease upon Landlord therein, including without limitation, the offset rights set forth in Sections 1.15.7 and 31.2 of the Lease and Section 6.1 of Exhibit C-2 of the Lease and Landlord’s obligation to fund any remaining allowance and/or financial responsibilities of Landlord (including, but not limited to, abatement and conversion rights), except and (ii) New Owner’s obligations and liability under the Lease shall never extend beyond New Owner’s interest in the Property. If Tenant obtains any money judgment against New Owner with respect to the Lease or the relationship between New Owner and Tenant, as landlord and tenant, then Tenant shall look solely to New Owner’s interest in the Property (including proceeds and rental revenue derived therefrom) to collect such judgement and shall not collect or attempt to collect any such judgment out of any other assets of New Owner. (c) The provisions of this Agreement regarding recognition by Tenant shall be self-operative and effective without the necessity of execution of any new lease or other document on the part of any party to this Agreement or the respective heirs, legal representatives, successors or assigns of any such party, immediately upon New Owner succeeding to Landlord’s interest in the Property. Tenant agrees, however, to execute and deliver at any time and from time to time, upon the prior written request of Lender or any New Owner or any prospective New Owner, (i) any commercially reasonable instrument or certificate which, in the reasonable judgment of Lender or any New Owner or any prospective New Owner, may be necessary or appropriate in or following any Foreclosure to evidence such recognition, including, if requested, one or more new leases (between New Owner and Tenant) (each a “New Lease”) of the Foreclosed Property on the same terms and conditions as the Lease for the then unexpired term of the Lease, provided that such new lease shall in no way adversely affect the rights of Tenant under the Lease or increase the obligations of Tenant under the Lease and (ii) a Subordination, Non-Disturbance, Recognition and Attornment Agreement with any lender on such Foreclosed Property consistent with the terms hereof and otherwise specifically provided in this Agreementreasonably acceptable to Tenant.

Attornment. If Lender or any other subsequent purchaser of and Tenant agree that upon the Property shall become the owner conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Propertyotherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the Conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser the Transferee and Purchaser by virtue of such acquisition of the Property Transferee shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord’s failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser the Transferee shall become the owner of the Property, provided that 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 foregoing Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall not limit Purchaser’s obligations be obligated under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property make such repairs and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice sufficient casualty insurance proceeds or condemnation awards to finance the completion of such omissionsrepairs, conditions or violations and shall have had a reasonable opportunity (d) required to cure the same, all pursuant make any capital improvements to the terms and conditions Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser the Transferee shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaserthe Transferee, (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser the Transferee or (ii) such prepayment shall have been expressly approved of by Lender or Purchaserthe Transferee, (eh) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaserthe Transferee’s prior written consent prior to the time Purchaser the Transferee succeeded to Landlord’s interest or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”)otherwise, and the conditions set forth in Section 2 above have been met at the time Purchaser Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease Lease, and in that event, Tenant agrees to attorn to Purchaser Lender and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed Lender agrees to accept such attornment, ; provided, however, that Purchaser the provisions of the Security Instrument shall govern with respect to the disposition of 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 provisions of the Lease, or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for the Landlord's failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser Lender shall become the owner of the Property, provided that or succeeded to the foregoing rights of Landlord under the Lease, 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 fire, or other casualty or by reason of condemnation unless Landlord shall not limit Purchaser’s obligations be obligated under the Lease to correct 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 conditions of a continuing nature that (i) existed as capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord premises demised under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (be) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of to Tenant against any Prior Landlord prior to the date upon which Purchaser Lender shall become the owner of the Property, except Property or succeeded to the extent that such offsets are otherwise expressly provided for rights of Landlord under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, Lease; (cf) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless Lease, except to the extent such sums are actually received by Purchaser, Lender; (dg) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior prior Landlord unless (i) such sums are actually received by Purchaser 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 Lease, otherwise to be made prior to the time Lender or Purchaser, succeeded to Landlord's interest; (ei) bound by any agreement amending, modifying or terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, lease made without Lender’s or Purchaser’s 's prior written consent prior to the time Purchaser Lender succeeded to Landlord’s interest 's interest; or (fj) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser Lender succeeded to Landlord’s 's interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or the interest of Landlord is transferred to any other subsequent purchaser of the Property shall become the owner of the Property person (a “Transferee”) by reason of the foreclosure termination or foreclosure, or proceedings for enforcement, of the Mortgage an Encumbrance, or the acceptance by delivery of a deed or assignment in lieu of such foreclosure or by reason of any other enforcement of proceedings, Tenant will immediately and automatically attorn to the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Transferee. Upon attornment this Lease shall not be terminated or affected thereby but shall will continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant Tenant, upon all of the same terms, conditions and covenants and conditions set forth as stated in this Lease, except that the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall Transferee will not be be: (a) liable for the failure any act or omission of any prior landlord (any such prior landlord, including Landlord and (but such exemption will not excuse the Transferee from the performance of any successor landlord, being hereinafter referred obligations of the landlord under this Lease required to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior be performed subsequent to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant transfer to the terms and conditions of the Lease, Transferee); (b) subject to any offsets, defenses, abatements offsets or counterclaims defenses which shall Tenant might have accrued in favor of Tenant against any Prior prior landlord, including Landlord prior (excluding any express right of abatement granted under this Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the date upon Transferee (the “Foreclosing Lender”) was afforded any notice and cure rights to which Purchaser shall become it was entitled under Section 22.1 with respect to the owner matter that gave rise to such express right of abatement); (c) bound by any Rent or advance Rent which Tenant might have paid for more than the current month or the next succeeding month to any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of the PropertySecurity Deposit or any other security or advance rental deposit made by Tenant, except to the extent that such offsets are otherwise expressly the same is paid over to the Transferee (provided that, except as set forth in Section 23.2, Tenant shall not be obligated to pay for under the Lease any additional or were used to fund any Improvement Allowance under the Lease including interest thereon replacement Security Deposit); or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating termination, amendment or amending or modifying modification of this Lease (other than one expressly contemplated by the rentterms of this Lease and effected according to such express terms, term, commencement date or other material term such as termination by Landlord due to a Default by Tenant) made without the written consent of the Lease (except for Amendments Foreclosing Lender. Tenant agrees, upon request by and without cost to the Lease which are executed Transferee, to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior promptly execute and deliver to the time Purchaser succeeded Transferee such instrument(s) as may be reasonably required to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, evidence such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementattornment.

Attornment. If Lender Agent or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender Agent or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Purchaser shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the term with the same force and effect as if Purchaser were the lessor under the Lease subject to the terms of Section 4 of this Agreement; provided, however, that Purchaser shall not be be: (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, ; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, ; (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, ; (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, ; (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without LenderAgent’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or interest; or (f) bound responsible for the making of repairs in or to the Property in the case of damage or destruction to the Property or any part thereof due to fire or other casualty or by any assignment reason of condemnation unless Purchaser is obligated under the Lease to make such repairs and Purchaser receives insurance proceeds or sublease condemnation awards sufficient to finance the completion of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Leasesuch repairs. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of Ground Lessor terminates the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”)Ground Lease, and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of Ground Lessor terminates the PropertyGround Lease, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser Ground Lessor and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser Ground Lessor and Purchaser Ground Lessor by virtue of such acquisition termination of the Property Ground Lease shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser if Ground Lessor is not in an affiliate of Landlord, Ground Lessor shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlordLandlord, being hereinafter referred to as a “"Prior Landlord”") to perform any obligations of its obligations Prior Landlord under the Lease which have accrued prior to the date on which Purchaser Ground Lessor shall become terminate the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Ground Lease; provided further, however, nothing contained herein shall excuse Ground Lessor from its obligations to remedy a continuing problem that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord existed prior to the date upon which Purchaser shall become time it terminated the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, Ground lease; (cb) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by PurchaserGround Lessor, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the LeaseGround Lessor. In the event that any liability of Purchaser Ground Lessor does arise pursuant to this AgreementAgreement or the Lease, such liability shall be limited and restricted to Purchaser’s Ground Lessor's interest (such interest to include rental income, proceeds from sale, and insurance and condemnation proceeds received because of damage or destruction or condemnation to or of the Property) in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any prior successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure period of time after the same, all pursuant to the terms and conditions date on which Purchaser becomes owner of the LeaseProperty to perform such obligation or correct such condition, (b) subject to any offsets, defenses, abatements (other than continuing abatement rights pursuant to express terms of the Lease) or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date (other than as the term or commencement date may be adjusted by the Commencement Date Agreement attached as Exhibit D to the Lease) or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest interest; provided that such consent shall not be required for any amendment that solely evidences and memorializes the exercise (in strict accordance with the terms and conditions of the Lease) of any right of Tenant expressly set forth in the Lease. or (f) bound liable with respect to any representations, warranties or indemnities made by or from any assignment of Prior Landlord, whether pursuant to the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Leaseotherwise. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. AlternativelyNotwithstanding anything to the contrary herein contained: (i) nothing herein shall relieve Purchaser from its obligations as landlord arising from or after the date which is the earlier of the date that such Purchaser takes title to, or possession of, the Property (“Succession Date”); and (ii) in no event shall any Purchaser be relieved from any obligation which Landlord has to perform repairs or maintenance which arises after the Succession Date based upon the written request of Lender fact that the need for such repairs or its successors or assigns, Tenant shall enter into a new lease of maintenance first arose prior to the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this AgreementSuccession Date.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender or such other purchaser being hereinafter referred as “"Purchaser”"), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “"Prior Landlord”") to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s 's obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became shall become the owner of the Property and (ii) violate Purchaser’s 's obligations as landlord Landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have has had a reasonable opportunity to cure the same, all pursuant subject to the terms and conditions of the Lease, ; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund Property in connection with a default by any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the PropertyPrior Landlord thereunder, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums Basic Rent which Tenant may have paid more than one (1) month quarter in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, Purchaser (ethis subsection (c) shall not apply to prepaid Basic Rent paid in accordance with the Lease) (d) bound by any agreement terminating or amending or modifying the rentBasic Rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the LeaseProperty, made without Lender’s or Purchaser’s 's prior written consent prior to the time Purchaser succeeded to Landlord’s interest extent such consent is required under the Security Instrument, Note or the other related loan documents or (fe) to the extent such consent is required under the Security Instrument, the Note or other related loan documents, bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s 's interest other than any existing today (including, without limitation, the sublease to Science Applications International Corporation for approximately 1,000 square feet on a month-to-month basis, the rooftop licenses to SkyTel Corp., New York SMSA Limited Partnership, MCImetro Access Transmission Services, LLC, Sprint Spectrum L.P. and Nextel of New York Inc. and the license to Toshiba America Research, Inc. for approximately 2,855 square feet) if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign assign, at Lender's or such successor or assign's cost and expense, for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rightsas the same may be amended or modified as mutually agreed to by Tenant and Purchaser), except as otherwise specifically provided in this Agreement.

Attornment. If Lender or any other subsequent purchaser of In the Property shall become the owner of the Property by reason event of the foreclosure of, or exercise of the Mortgage power of sale under, any Mortgage, or in the acceptance event of a deed or assignment given in lieu of foreclosure, then (a) upon the request of the purchaser in such foreclosure or by reason of sale, or the grantee under such deed in lieu (any other enforcement of such party, the Mortgage (Lender or such other purchaser being hereinafter referred as “PurchaserNew Owner”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the PropertyTenant shall attorn, the Lease shall not be terminated without any deductions or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the termssetoffs whatsoever, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become New Owner and recognize the owner of New Owner as the Property, provided that the foregoing shall not limit Purchaser’s obligations Landlord under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the this Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to upon the date upon which Purchaser shall become the owner request of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assignsNew Owner, Tenant shall enter into a new lease lease, containing all of the Premises terms and provisions of this Lease, with Lender or such successor or assign the New Owner for the then remaining term Term, or at the election of the LeaseNew Owner, this Lease shall automatically become a new lease between Tenant and the New Owner upon the same terms and conditions as contained provisions of this Lease for the remaining Term, and Tenant shall confirm such attornment and new lease in writing within 10 days after the New Owner’s request therefor; (c) the New Owner shall not be liable for any act or omission of Landlord under this Lease occurring prior to the New Owner stepping into the shoes of Landlord, nor for the return of the Security Deposit (except to the extent that the Security Deposit has actually been transferred to the New Owner); and (d) the New Owner shall not be bound by any modification of this Lease or any previous payment of more than one month of Base Rent that was not consented to by the New Owner. Tenant waives the provisions of any Laws that may give or purport to give to Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant under this Lease in the Lease (includingevent of any foreclosure, without limitation, any extension rights), except as otherwise specifically provided sale or deed in this Agreementlieu of foreclosure.

Attornment. If Lender at any time prior to the expiration of the Term, any Superior Lease terminates or any other subsequent purchaser Mortgagee comes into possession of the Real Property shall become or the Building or the estate created by any Superior Lease, then Tenant, at the election and upon demand of any owner of the Real Property by reason or the Building, or of the Lessor, or of any Mortgagee in possession of the Real Property or the Building, shall attorn, from time to time, to any such owner, Lessor or Mortgagee or any person acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Mortgage or the acceptance granting of a deed or assignment in lieu of foreclosure or by reason foreclosure, upon the then executory terms and conditions of any other enforcement this Lease, for the remainder of the Mortgage (Lender Term, provided that such owner, Lessor or such other purchaser being hereinafter referred Mortgagee, as “Purchaser”)the case may be, and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner or receiver caused to be appointed by any of the Propertyforegoing, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be be: (a1) liable for the failure any actor omission of any prior landlord (any such prior including, without limitation, the then defaulting landlord), including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that or (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b2) subject to any offsets, defenses, abatements defense or counterclaims offsets which shall Tenant may have accrued in favor of Tenant against any Prior Landlord prior to landlord (including without limitation, the date upon which Purchaser shall become the owner of the Propertythen defaulting Landlord), except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, or (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d3) bound by any payment of rents, additional rents or other sums Rental which Tenant may have paid more than one (1) month in advance made to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease landlord (including, without limitation, the then defaulting Landlord) more than thirty (30) days in advance of the date upon which such payment was due, or (4) bound by any extension rights)obligation to make any payment to or on behalf of Tenant, or (5) bound by any obligation to perform any work or to make improvements to the Premises, except for i) repairs and maintenance pursuant to the provisions of this Lease, the need for which repairs and maintenance first arises or continues after the date when such owner, Lessor, or Mortgagee succeeds to Landlord's interest in the Real Property, ii) repairs to the Premises or any part thereof as otherwise specifically provided a result of damage by fire or other casualty pursuant to Article 10 hereof, but only to the extent that such repairs can be reasonably made from the net proceeds of any insurance actually made available to such Lessor or Mortgagee, and iii) repairs to the Premises as a result of a partial condemnation pursuant to Article 11 hereof, but only to the extent that such repairs can be reasonably made from the net proceeds of any award made available to such Lessor or Mortgagee, or (6) bound by any amendment or modification of this Lease made without the consent of such Mortgagee or Lessor, as the case may be. The provisions of this Section 7.2 shall inure to the benefit of any such owner, Lessor or Mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any Superior Lease, 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 owner, Lessor or Mortgagee shall execute, from time to time, instruments, in recordable form, in confirmation of the foregoing provisions of Section 7.1 hereof and this AgreementSection 7.2, reasonably satisfactory to any such owner, Lessor or Mortgagee, acknowledging the subordination described in Section 7.1 hereof and such attornment and setting forth the terms and conditions of its tenancy.

Attornment. If Lender or the interest of Landlord is transferred to any other subsequent purchaser of the Property shall become the owner of the Property person (a "Transferee") by reason of the foreclosure termination or foreclosure, or proceedings for enforcement, of the Mortgage an Encumbrance, or the acceptance by delivery of a deed or assignment in lieu of such foreclosure or by reason of any other enforcement of proceedings, Tenant will immediately and automatically attorn to the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Transferee. Upon attornment this Lease shall not be terminated or affected thereby but shall will continue in full force and effect as a direct lease between Purchaser the Transferee and Tenant Tenant, upon all of the same terms, conditions and covenants and conditions set forth as stated in this Lease, except that the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall Transferee will not be be: (a) liable for the failure any act or omission of any prior landlord (any such prior landlord, including Landlord and (but such exemption will not excuse the Transferee from the performance of any successor landlord, being hereinafter referred obligations of the landlord under this Lease required to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior be performed subsequent to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant transfer to the terms and conditions of the Lease, Transferee); (b) subject to any offsets, defenses, abatements offsets or counterclaims defenses which shall Tenant might have accrued in favor of Tenant against any Prior prior landlord, including Landlord prior (excluding any express right of abatement granted under this Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the date upon Transferee (the "Foreclosing Lender") was afforded any notice and cure rights to which Purchaser shall become it was entitled under Section 21.1 with respect to the owner matter that gave rise to such express right of abatement); (c) bound by any Rent or advance Rent which Tenant might have paid for more than the current month or the next succeeding month to any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of the PropertySecurity Deposit or any other security or advance rental deposit made by Tenant, except to the extent that such offsets are otherwise expressly provided for under the Lease same is paid over to the Transferee; or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating termination, amendment or amending or modifying modification of this Lease (other than one expressly contemplated by the rentterms of this Lease and effected according to such express terms, term, commencement date or other material term such as termination by Landlord due to a Default by Tenant) made without the written consent of the Lease (except for Amendments Foreclosing Lender. Tenant agrees, upon request by and without cost to the Lease which are executed Transferee, to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior promptly execute and deliver to the time Purchaser succeeded Transferee such instrument(s) as may be reasonably required to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, evidence such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementattornment.

Attornment. 3.1 If Lender (a) Mortgagee or any other subsequent purchaser of the Property shall become becomes the owner of the Property by reason of the foreclosure of the Mortgage Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage Security Instrument (Lender Mortgagee or such other purchaser being hereinafter referred to as “Purchaser”), and (b) there was no default by Tenant beyond applicable notice and cure periods permitting Purchaser to terminate the conditions set forth Lease in Section 2 above have been met at accordance with the time Purchaser becomes owner terms of the Lease, then upon Purchaser’s acquisition of the Property, the Lease shall not be terminated or affected thereby by Purchaser’s acquisition, but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Lease. Tenant agrees to attorn to Purchaser Purchaser, and Purchaser Purchaser, by virtue of such acquisition of acquiring the Property Property, shall be deemed to have agreed to accept such attornment. 3.2 Subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease, Purchaser shall recognize the leasehold estate of Tenant for the remaining balance of the term and all renewals and extensions thereof with the same force and effect as if Purchaser were the lessor under the Lease; provided, however, that Purchaser shall not be (a) be: 3.2.1 liable for the failure of any prior landlord (any such prior landlord, including Landlord Borrower and any successor landlordBorrower’s successors-in-interest, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have that accrued prior to the date on which Purchaser shall become became the owner of the Property, provided that the foregoing shall but this limitation of liability does not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and Property, (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that and (iii) Purchaser shall have received written notice of such omissions, conditions or violations condition and shall have had a reasonable the opportunity to cure the same, all same pursuant to the terms and conditions of the Lease, (b) Section 5 of this Agreement; 3.2.2 subject to any offsetsoffsets or other monetary obligations, defenses, abatements abatements, or counterclaims which shall that have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its Purchaser’s acquisition of the Property, (c) ; 3.2.3 liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless Purchaser actually receives such sums are actually received by Purchaser, (d) security deposits from a Prior Landlord; 3.2.4 bound by any payment of rents, additional rents or other sums which Tenant may have paid prepaid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or and (ii) such prepayment shall have been was expressly approved of by Lender or Purchaser, (e) Purchaser in writing; 3.2.5 bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under Leased Property made without Mortgagee’s or Purchaser’s prior written consent prior to Purchaser’s acquisition of the Property, except to the extent such termination or surrender right is expressly contemplated by the Lease, ; 3.2.6 bound by any amendment or modification of the Lease made without LenderMortgagee’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to LandlordBorrower’s interest in the Property; 3.2.7 responsible for the making of repairs in or (f) to the Property in the case of damage or destruction to the Property or any part thereof due to fire or other casualty or by reason of condemnation; 3.2.8 bound by any assignment representations or warranties of any Prior Landlord; or 3.2.9 bound by any indemnity or defense obligations of any Prior Landlord to the Lease or sublease of the Property, or any portion thereof, made extent such obligation accrued prior to the time Purchaser succeeded to LandlordBorrower’s interest other than if pursuant to in the provisions of the LeaseProperty. In the event that any liability of Purchaser does arise arises pursuant to this AgreementAgreement or under the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and the proceeds thereof and shall in no event exceed such interest. AlternativelyNotwithstanding the foregoing, upon the written request such limitation on Purchaser’s liability shall not prohibit Tenant from pursuing such claims and causes of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign action against Borrower for the then remaining term full amount of the Lease, upon the same terms any applicable losses and conditions as contained in the Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Agreementdamages.