Common use of Attornment Clause in Contracts

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights interests of Landlord under this LeaseLease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, whether through possession or foreclosure action or delivery of a new lease or deedTenant shall, then at the request election of such party so succeeding transferee, be bound to Landlord’s rights such transferee (herein sometimes called the “Successor LandlordPurchaser”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord hereof remaining, and has not applied any extensions or retained the same renewals thereof which may be effected in accordance with ARTICLE 30 the terms and provisions hereof; (e) bound by any obligation to perform any work or to make improvements to , with the Premises except for (x) repairs same force and maintenance required to be made by effect as if the Purchaser were Landlord under this Lease, and (y) repairs Tenant does hereby agree to attorn to the Premises Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as a result its landlord, said attornment to be effective and self-operative without the execution of damage by fire or other casualty or a partial condemnation pursuant any further instruments, upon the Purchaser succeeding to the provisions interest of Landlord under this Lease. Notwithstanding the foregoing, but only however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent that such repairs can reasonably be made from of the net proceeds then remaining balance of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal the Term of this Lease made without Successor and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’s consentinterests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord’s successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of Landlord under this Lease accruing from and after the date of such transfer.

Attornment. If a It is further agreed that (a) if any Mortgage shall be foreclosed, or if any Ground Lease be terminated, (i) the liability of the Mortgagee or Superior Lessor purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease shall succeed exist only so long as such Mortgagee, purchaser or owner is the owner of the Building or the land on which the Building is located, and such liability shall not continue or survive after further transfer of ownership; and (ii) upon request of the Mortgagee, if the Mortgage shall be foreclosed, Tenant will attorn, as Tenant under this Lease, to the purchaser at any foreclosure sale under any Mortgage or upon request of the Ground Lessor, if any Ground Lease shall be terminated, Tenant will attorn as Tenant under this Lease to the Ground Lessor, and Tenant will execute such instruments as may be necessary or appropriate to evidence such attornment; (b) this Lease may not be modified or amended so as to reduce the Rent or shorten the Term provided hereunder, or so as to adversely affect in any other respect to any material extent the rights of Landlord under or its successor, nor shall this LeaseLease be canceled or surrendered, whether through possession without the prior written consent, in each instance, of the First Mortgagee; and (c) Tenant waives the provisions of any statute or foreclosure action rule of law, now or delivery of a new lease hereafter in effect, that may give or deed, then at the request of such party so succeeding purport to give Tenant any right to terminate or otherwise adversely affect Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth interest in this Lease and or reduce or limit the obligations of Tenant hereunder in the event of the prosecution or completion of any such foreclosure proceeding. No Mortgagee or any purchaser at a foreclosure sale shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except which occurred prior to the extent such sale or conveyance, nor shall Tenant be entitled to any offset against or deduction from Rent due after such date by reason of any act or omission continues beyond of Landlord prior to such date. Further, Tenant agrees that no Mortgagee shall be bound by the prepayment of Rent made in excess of thirty (30) days before the date when on which such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentis due.

Attornment. Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord in respect of the land and the buildings governed by this Lease upon any foreclosure of any Mortgage upon such land or buildings or upon the execution of any deed in lieu of foreclosure in respect to such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the terms of this Lease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self-operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. If a requested, Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for herein; provided, however, that no such Mortgagee or Superior Lessor successor- in-interest shall succeed to be bound by any payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the rights express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, whether through possession or foreclosure action or delivery nor for the return of a new lease or deed, then at the request of such party so succeeding any sums which Tenant may have paid to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this LeaseLease as and for security deposits, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect asadvance rentals or otherwise, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent that such act or omission continues beyond the date when such Successor sums are actually delivered by Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defenseMortgagee. If Mortgagee, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior succeeding to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment interest of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs should become obligated to perform the Premises as a result covenants of damage by fire or other casualty or a partial condemnation pursuant to the provisions Landlord hereunder, then, upon, any further transfer of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentinterest by Mortgagee, all such obligations shall terminate as to Mortgagee.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights interests of Landlord under this Lease, whether through possession Lease shall be transferred voluntarily or by reason of foreclosure action or delivery other proceedings for enforcement of a new any mortgage and/or ground lease or deed, then at on the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentPremises, Tenant shall attorn be bound to and recognize Successor Landlord as Tenant’s landlord under this Leasesuch transferee (herein sometimes called the "Purchaser") for the remaining balance of the Term, and shall promptly execute any extensions or renewals thereof which may be effective in accordance with the terms and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full provisions hereof with the same force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Purchaser were Landlord under this Lease, and (y) repairs Tenant does hereby agree to attorn to the Premises Purchaser, including the Mortgagee under any such mortgage and/or lessor under any such ground lease if it be the Purchaser, as a result its Landlord, said attornment to be effective and self-operative without the execution of damage by fire or other casualty or a partial condemnation pursuant any further instruments upon the Purchaser succeeding to the provisions interest of Landlord under this Lease. The respective rights and obligations of Tenant and the Purchaser upon such attornment, but only to the extent that such repairs can reasonably be made from of the net proceeds then remaining balance of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal the Term of this Lease made without Successor and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’s consent's interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor by acceptance of rent from Tenant hereunder shall become liable and responsible to Tenant in respect in all obligations of the Landlord under this Lease.

Attornment. If a Mortgagee or Superior Lessor any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action action, or the delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) the successor landlord and upon Successor Landlordsuch successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn attornment and to and recognize Successor Landlord as Tenant’s landlord interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 32 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that Successor Landlord such successor landlord may reasonably request to evidence (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee, provided such terms and conditions do not increase the Rent, materially increase Tenant’s non-monetary obligations or materially and adversely affect Tenant’s rights under this Lease. Upon such attornment attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord such successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord such successor landlord shall not be: (ai) liable for any act or omission of Landlord (except to the extent such act or omission is a default under this Lease and continues beyond the date when such Successor Landlord successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlordsuch successor landlord); (bii) subject to any defense, claim, counterclaim, set-off or offsets offset which Tenant may have against Landlord; (ciii) bound by any prepayment of more than one (1) month’s Rent to any prior landlord; (div) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord successor landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (fv) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentthe consent of any Mortgagee of which Tenant has been provided notice; or (vi) obligated to return any security deposit not actually received by any successor landlord.

Attornment. (a) If a Mortgagee takes possession of the Premises or Superior Lessor shall succeed acquires or succeeds to the rights interest of Landlord under this the Lease by reason of a foreclosure of the Mortgage, deed-in-lieu of foreclosure, or otherwise (collectively, a Foreclosure), Tenant is bound to Mortgagee and to any person purchasing at foreclosure or otherwise acquiring the interest of Landlord under the Lease as a result of a Foreclosure (Purchaser), under all of the provisions of the Lease, whether through except as provided in this Agreement, for the balance of the Term with the same force and effect as if Mortgagee or Purchaser is Landlord. In such event, Tenant agrees to attorn to Mortgagee or to such Purchaser as landlord under the Lease and, upon receiving notice from Mortgagee as provided in item 6 of this Agreement, to make payments of all sums becoming due under the Lease directly to Mortgagee or to Purchaser. Said attornment and agreement are effective and self- operative without the execution of any further instruments (except for standard payment- authorization documents, including by way of example and not limitation, disclosures of beneficial interests and certificates of tax–and-employment-security compliance, that are required to be completed by parties receiving payments from state agencies) upon Mortgagee taking possession of the Premises or foreclosure action or delivery of a new lease or deed, then at the request of such party so otherwise succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept the interests of Landlord under the Lease. Nevertheless, Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this LeaseMortgagee, and shall promptly Purchaser from time to time must execute and deliver any instrument that Successor Landlord such instruments evidencing such attornment and the provisions of item 2.(b) as Mortgagee, Purchaser, and Tenant may reasonably request to evidence require. (b) From and after such attornment. Upon such attornment this , Mortgagee or any Purchaser automatically is bound to Tenant under all the provisions of the Lease shall continue in full with the same force and effect as, or as if it wereoriginally entered between said parties without the execution of any further instruments; provided, a direct lease between Successor Landlord and Tenant upon all of the termshowever, conditions and covenants as Mortgagee or Purchaser are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not benot: (ai) liable for any act, omission, neglect, breach of obligation under the Lease, or Event of Default (as defined in the Lease) of any prior landlord (including Landlord) occurring before the date on which Mortgagee or Purchaser succeeds to the interest of Landlord in the Premises or obtains possession of the Premises, except as provided in item 2.(c) of this Agreement; provided, however, that following the date of attornment, the foregoing does not limit Mortgagee's or Purchaser’s obligation as Landlord under the Lease to cure any continuing defaults of Landlord pursuant to the provisions set forth in the Lease, notwithstanding that such defaults existed as of the date of attornment; (ii) subject to any offsets and defenses that Tenant may have against any prior landlord (including Landlord) except as provided in item 2.(c); provided that the foregoing does not limit Tenant's right to assert against Mortgagee or Purchaser any offset, defense, or both, otherwise available to Tenant because of events occurring or continuing after the date of attornment; (iii) bound by any payment of any rent that Tenant may have made to any prior landlord (including Landlord) more than 30 days before the date such rent was first due and payable under the Lease and that has not actually been delivered to Mortgagee or Purchaser; provided that Mortgagee and Purchaser are bound by any such prepayment of rent or other charge made more than 30 days in advance if such prepayment is the result of the Comptroller of the Commonwealth of Massachusetts changing the rent-payment schedule for state agencies from payment in arrears (as provided in certain state-agency Leases) to payment-in- advance for the current month (as provided in other state-agency Leases); (iv) liable for the return of any security deposit that Tenant may have paid to any prior landlord (including Landlord) unless such security deposit is actually delivered to Mortgagee or Purchaser; (v) bound by any modification or amendment of the Lease made after the date of this Agreement that reduces the rent, changes the Term, or otherwise materially changes the rights and obligations of Landlord, Mortgagee, or both under the Lease, or relieves Tenant of any material obligation under the Lease unless Landlord obtains Mortgagee’s prior written consent to such modification or amendment, or confirmation that Mortgagee’s consent is not required under any agreement between Mortgagee and Landlord; or (vi) bound by any consensual or negotiated surrender of the Premises or termination of the Lease, in whole or in part, agreed upon between any prior landlord (including Landlord) and Tenant unless effected pursuant to the express provisions of the Lease, or with the Mortgagee's consent, or with confirmation that Mortgagee's consent is not required under any agreement between Mortgagee and Landlord. (c) Notwithstanding anything to the contrary contained in item 2.(b) or elsewhere in this Agreement, if Landlord commits an act or omission that, with the giving of notice, the passage of time, or both would constitute an Event of Default by Landlord (except under the Lease, Mortgagee or any Purchaser is subject to the extent any and all claims, offsets, and defenses of Tenant arising from such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives omission, provided that Mortgagee receives notice of such act or omission and is given an opportunity to Successor Landlord); cure same (b) subject to any defense, claim, counterclaim, setTenant's right to take emergency self-off or offsets which Tenant may have against Landlord; (chelp action as provided in the Lease) bound as required by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentAgreement.

Attornment. (a) If a Mortgagee takes possession of the Premises or Superior Lessor shall succeed acquires or succeeds to the rights interest of Landlord under this the Lease by reason of a foreclosure of the Mortgage, deed-in-lieu of foreclosure, or otherwise (collectively, a Foreclosure), Tenant is bound to Mortgagee and to any person purchasing at foreclosure or otherwise acquiring the interest of Landlord under the Lease as a result of a Foreclosure (Purchaser), under all of the provisions of the Lease, whether through except as provided in this Agreement, for the balance of the Term with the same force and effect as if Mortgagee or Purchaser is Landlord. In such event, Tenant agrees to attorn to Mortgagee or to such Purchaser as landlord under the Lease and, upon receiving notice from Mortgagee as provided in item 6 of this Agreement, to make payments of all sums becoming due under the Lease directly to Mortgagee or to Purchaser. Said attornment and agreement are effective and self-operative without the execution of any further instruments (except for standard payment-authorization documents, including by way of example and not limitation, disclosures of beneficial interests and certificates of tax–and-employment-security compliance, that are required to be completed by parties receiving payments from state agencies) upon Mortgagee taking possession of the Premises or foreclosure action or delivery of a new lease or deed, then at the request of such party so otherwise succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept the interests of Landlord under the Lease. Nevertheless, Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this LeaseMortgagee, and shall promptly Purchaser from time to time must execute and deliver any instrument that Successor Landlord such instruments evidencing such attornment and the provisions of item 2.(b) as Mortgagee, Purchaser, and Tenant may reasonably request to evidence require. (b) From and after such attornment. Upon such attornment this , Mortgagee or any Purchaser automatically is bound to Tenant under all the provisions of the Lease shall continue in full with the same force and effect as, or as if it wereoriginally entered between said parties without the execution of any further instruments; provided, a direct lease between Successor Landlord and Tenant upon all of the termshowever, conditions and covenants as Mortgagee or Purchaser are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not benot: (ai) liable for any act, omission, neglect, breach of obligation under the Lease, or Event of Default (as defined in the Lease) of any prior landlord (including Landlord) occurring before the date on which Mortgagee or Purchaser succeeds to the interest of Landlord in the Premises or obtains possession of the Premises, except as provided in item 2.(c) of this Agreement; provided, however, that following the date of attornment, the foregoing does not limit Mortgagee's or Purchaser’s obligation as Landlord under the Lease to cure any continuing defaults of Landlord pursuant to the provisions set forth in the Lease, notwithstanding that such defaults existed as of the date of attornment; (ii) subject to any offsets and defenses that Tenant may have against any prior landlord (including Landlord) except as provided in item 2.(c); provided that the foregoing does not limit Tenant's right to assert against Mortgagee or Purchaser any offset, defense, or both, otherwise available to Tenant because of events occurring or continuing after the date of attornment; (iii) bound by any payment of any rent that Tenant may have made to any prior landlord (including Landlord) more than 30 days before the date such rent was first due and payable under the Lease and that has not actually been delivered to Mortgagee or Purchaser; provided that Mortgagee and Purchaser are bound by any such prepayment of rent or other charge made more than 30 days in advance if such prepayment is the result of the Comptroller of the Commonwealth of Massachusetts changing the rent-payment schedule for state agencies from payment in arrears (as provided in certain state-agency Leases) to payment-in-advance for the current month (as provided in other state-agency Leases); (iv) liable for the return of any security deposit that Tenant may have paid to any prior landlord (including Landlord) unless such security deposit is actually delivered to Mortgagee or Purchaser; (v) bound by any modification or amendment of the Lease made after the date of this Agreement that reduces the rent, changes the Term, or otherwise materially changes the rights and obligations of Landlord, Mortgagee, or both under the Lease, or relieves Tenant of any material obligation under the Lease unless Landlord obtains Mortgagee’s prior written consent to such modification or amendment, or confirmation that Mortgagee’s consent is not required under any agreement between Mortgagee and Landlord; or (vi) bound by any consensual or negotiated surrender of the Premises or termination of the Lease, in whole or in part, agreed upon between any prior landlord (including Landlord) and Tenant unless effected pursuant to the express provisions of the Lease, or with the Mortgagee's consent, or with confirmation that Mortgagee's consent is not required under any agreement between Mortgagee and Landlord. (c) Notwithstanding anything to the contrary contained in item 2.(b) or elsewhere in this Agreement, if Landlord commits an act or omission that, with the giving of notice, the passage of time, or both would constitute an Event of Default by Landlord (except under the Lease, Mortgagee or any Purchaser is subject to the extent any and all claims, offsets, and defenses of Tenant arising from such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives omission, provided that Mortgagee receives notice of such act or omission and is given an opportunity to Successor Landlord); cure same (b) subject to any defense, claim, counterclaim, setTenant's right to take emergency self-off or offsets which Tenant may have against Landlord; (chelp action as provided in the Lease) bound as required by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentAgreement.

Attornment. If a Mortgagee In the event of termination, re-entry or Superior Lessor shall succeed to dispossession of Sub-Sublandlord by Prime Sublandlord under the rights of Landlord under this LeasePrime Sublease, whether through possession or foreclosure action or delivery of a new lease or deedPrime Sublandlord may, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentits option, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon take over all of the termsright, conditions title and covenants as are set forth in interest of Sub-Sublandlord under this Lease Sub-Sublease, and shall be applicable after such attornment Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Successor Landlord Prime Sublandlord shall not be: (ai) be liable for any act previous act, omission or omission negligence of Landlord Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (bii) be subject to any defense, claim, counterclaim, setdefense or offset not expressly provided for in this Sub-off or offsets Sublease which Tenant may have theretofore accrued to Sub-Subtenant against Landlord; Sub-Sublandlord, (ciii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent to any prior landlord; and Additional Rent, or (div) be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to make improvements pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises except for (x) repairs and maintenance required demised hereby. Nothing in this Article 12 shall be deemed to be made by Landlord under this Lease, and (y) repairs affect any liability that Sub-Sublandlord may have to the Premises as a result of damage by fire or other casualty or a partial condemnation Sub-Subtenant pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentSub-Sublease.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument agrees that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect asnot be terminable by Tenant by reason of any foreclosure of a Leasehold Mortgage or any other mortgage affecting the Premises, or as if it were, a direct lease between Successor Landlord and Tenant upon all nor by reason of the termsinstitution of any suit, conditions action, summary or other proceeding against Landlord or any foreclosure proceeding brought by the holder of any Leasehold Mortgage or other mortgage affecting the Premises to recover possession of the Premises by operation of law or otherwise or by reason of the termination of any Prior Lease and covenants as are set forth that the same shall not result in the cancellation or termination of this Lease and by Tenant or of the obligations of Tenant hereunder. If at any time prior to the expiration of the Term, any Prior Lessor or Leasehold Mortgagee comes into possession of the Premises or a receiver shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable appointed for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest in the Premises, Tenant agrees, at the election and Tenant gives notice upon demand of any such act Prior Lessor or omission Leasehold Mortgagee in possession, to Successor Landlord); (b) subject attorn, from time to time, to any defense, claim, counterclaim, set-off such Prior Lessor or offsets which Tenant may have against Landlord; (c) bound by Leasehold Mortgagee or any prepayment person acquiring the interest of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire any such Prior Lease termination or other casualty as a result of a foreclosure of a Leasehold Mortgage or the granting of a partial condemnation pursuant to deed or assignment in lieu of foreclosure, upon the then executory terms and conditions of this Lease for the remainder of the Term. The provisions of this Lease, but only Section 17.5 shall inure to the extent that such repairs can reasonably be made from the net proceeds benefit of any insurance such successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of a Prior Lease or condemnation awardsforeclosure of a Leasehold Mortgage, respectivelyand shall be self-operative upon any such demand, actually made available and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor successor Landlord; or (f) bound , shall execute, from time to time, instruments in confirmation of the forgoing provisions of this Section 17.5 reasonably satisfactory to any such successor Landlord and Tenant, acknowledging such attornment and setting forth in the terms and conditions of its tenancy. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any modification, amendment or renewal of this Lease made without Successor such successor Landlord’s consent.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument agrees that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect asnot be terminable by Tenant by reason of any foreclosure of a Leasehold Mortgage or any other mortgage affecting the Premises, or as if it were, a direct lease between Successor Landlord and Tenant upon all nor by reason of the termsinstitution of any suit, conditions action, summary or other proceeding against Landlord or any foreclosure proceeding brought by the holder of any Leasehold Mortgage or other mortgage affecting the Premises to recover possession of the Premises by operation of law or otherwise or by reason of the termination of any Prior Lease and covenants as are set forth that the same shall not result in the cancellation or termination of this Lease and by Tenant or of the obligations of Tenant hereunder. If at any time prior to the expiration of the Term, any Prior Lessor or Leasehold Mortgagee comes into possession of the Premises or a receiver shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable appointed for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest in the Premises, Tenant agrees, at the election and Tenant gives notice upon demand of any such act Prior Lessor or omission Leasehold Mortgagee in possession, to Successor Landlord); (b) subject attorn, from time to time, to any defense, claim, counterclaim, set-off such Prior Lessor or offsets which Tenant may have against Landlord; (c) bound by Leasehold Mortgagee or any prepayment person acquiring the interest of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire any such Prior Lease termination or other casualty as a foreclosure of a Leasehold Mortgage or the granting of a partial condemnation pursuant to deed or assignment in lieu of foreclosure, upon the then executory terms and conditions of this Lease for the remainder of the Term. The provisions of this Lease, but only Section 17.5 shall inure to the extent that such repairs can reasonably be made from the net proceeds benefit of any insurance such successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of a Prior Lease or condemnation awardsforeclosure of a Leasehold Mortgage, respectivelyand shall be self-operative upon any such demand, actually made available and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such Successor successor Landlord; or (f) bound , shall execute, from time to time, instruments in confirmation of the forgoing provisions of this Section 17.5 reasonably satisfactory to any such successor Landlord and Tenant, acknowledging such attornment and setting forth in the terms and conditions of its tenancy. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any modification, amendment or renewal of this Lease made without Successor such successor Landlord’s consent.

Attornment. If a Mortgagee the interest of any Grantor in any of the Intellectual Property Rights is transferred by reason of, or Superior Lessor shall succeed assigned in lieu of foreclosure or other proceedings for enforcement of, the Credit Documents, then, subject to the rights of Landlord under this Leaseprovisions set forth herein, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of NEC License with respect to such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant Intellectual Property Rights shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall nevertheless continue in full force and effect asand, or as if it wereupon the Administrative Agent’s written request, a direct lease between Successor Landlord the Licensee shall attorn to the transferee of such Intellectual Property Rights (the “Intellectual Property Transferee”). Although the foregoing provisions shall be self-operative, in order to confirm such attornment, upon the Administrative Agent’s request, the Licensee shall execute and Tenant upon deliver to the Administrative Agent (i) an agreement of attornment in form and content reasonably satisfactory to the Administrative Agent and the Licensee, at the Administrative Agent’s sole cost and expense, confirming the foregoing attornment and providing that all of the terms, covenants, and conditions of the NEC License on the Licensee’s part will be performed for the benefit of the Intellectual Property Transferee with the same force and effect as if the Intellectual Property Transferee were the originally named licensor of such Intellectual Property Rights in the NEC License, or (ii) a new license with respect to the transferred Intellectual Property Rights with the Intellectual Property Transferee, as licensor, for the remaining term of the NEC License with respect to the transferred Intellectual Property Rights and otherwise on the same terms and conditions and covenants as are set forth in this Lease and with the same options, if any, then remaining. Nothing herein contained shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for construed to obligate the Administrative Agent to cure any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound default by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made Grantor under the NEC License occurring prior to the time date on which the Intellectual Property Transferee succeeds to the Credit Parties’ rights, it being expressly agreed that under no circumstances shall the Administrative Agent or the Intellectual Property Transferee be obligated to remedy any such Successor Landlord succeeded to Landlord’s interestdefault except, except for in the repayment case of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this LeaseIntellectual Property Transferee, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from default continues after the net proceeds of any insurance or condemnation awards, respectively, actually made available Intellectual Property Transferee takes title to such Successor Landlord; or the transferred Intellectual Property Rights and the Intellectual Property Transferee has assumed the obligations with respect to the NEC License as provided in clauses (fi) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentand (ii) above.

Attornment. If a Mortgagee or Superior Lessor shall succeed to In the rights of Landlord under this Leaseevent that the Lender forecloses upon the Property, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights then: (“Successor Landlord”a) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn be bound to and recognize Successor Landlord as Tenant’s landlord under this LeaseLender, and Lender shall promptly execute and deliver any instrument that Successor Landlord may reasonably request be bound to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect asTenant, or as if it were, a direct lease between Successor Landlord and Tenant upon under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining, and covenants any extensions or renewals thereof which may be effected in accordance with any option therefor contained in the Lease, with the same force and effect as are set forth in this Lease and shall be applicable after such attornment if Lender were the original landlord under the Lease, except that Successor Landlord Paragraph 3(b) below and the other provisions of this Agreement shall not bemodify the Lease, and Tenant does hereby attorn to Lender as its landlord, said attornment to be effective and self-operative without the execution of any further instruments; provided, however, that within twenty (20) days after receipt of written request therefor from Lender, Tenant will execute and deliver to Lender any instrument or other documents reasonably requested by Lender to confirm Tenant’s attornment to Lender. (b) It is agreed that in no event shall Lender: (a1) be liable for any act or omission of Landlord any prior landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor including Landlord); (b2) be obligated to cure any defaults of any prior landlord (including Landlord) which occurred prior to the date that Lender succeeded to the interest of such prior landlord under the Lease; provided that from and after the date Lender becomes owner of the Property, Lender shall be obligated to cure any continuing default of the landlord under the Lease to the extent such default is capable of being cured by Lender; (3) be subject to any defense, claim, counterclaim, set-off offsets or offsets defenses which Tenant may have be entitled to assert against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; landlord (dincluding Landlord) bound by any obligation with respect to make any payment to Tenant which was required to be made events occurring prior to the time such Successor Landlord date Lender succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e4) be bound by any obligation Annual Rent or other amounts paid by Tenant to perform any work or to make improvements prior landlord (including Landlord) more than one (1) month in advance of the date that Lender succeeded to the Premises except for (x) repairs and maintenance required to be made by Landlord interest of such prior landlord under this the Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f5) be bound by any modification, amendment or renewal modification of this the Lease or any supplemental agreement made without Successor Landlord’s consentthe written consent of Lender, such consent not to be unreasonably withheld.

Attornment. If a Mortgagee or Superior Lessor shall succeed to A. Subtenant agrees that, in the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery event of a new lease termination of the Ground Lease or deedthe exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall Subtenant will attorn to and recognize Successor the Ground Landlord as Tenant’s landlord its sublandlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all the Sublease for the remainder of the terms, term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions and covenants as are set forth in this Lease the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be applicable after such attornment bound by and perform all obligations imposed by the Sublease, except that Successor as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not be: (a) 1. liable for any act or omission of Landlord any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent such act or omission continues beyond the date when such Successor Ground Landlord succeeds to Landlord’s interest and Tenant gives had notice of such act or omission prior to Successor Landlord); (b) subject to any defensesaid succession in interest, claim, counterclaim, set-off such act or offsets which Tenant may have against omission is continuing and is capable of cure by Ground Landlord; (c) 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any prepayment agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under the Sublease; 4. bound by any rent, percentage rent, or additional rent which Subtenant may have prepaid for more than one month’s Rent to any prior landlord; (d1) bound by any obligation to make any payment to Tenant which was required to be made prior month in addition to the time such Successor Landlord succeeded to Landlord’s interest, except for then current month under the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or Sublease other casualty or a partial condemnation pursuant to the provisions of this Lease, but only than to the extent that such repairs can reasonably be prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (as defined in the Sublease); 6. subject to any offsets, claims or defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Agreement or the Sublease, bound by any agreement in the Sublease or otherwise required to initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the net proceeds Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any agreement in the Sublease or otherwise required to repair or restore the Subleased Premises or any portion thereof after casualty or condemnation, or to make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any insurance nature under the Sublease or condemnation awardsotherwise including, respectivelywithout limitation, actually made available to such Successor Landlordany warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (f) bound including, without limitation, any act or omission of Tenant or any other prior sublandlord, or any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the nonperformance of any modificationagreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in this Agreement as to the Ground Landlord shall not affect, amendment impair, or renewal of this Lease made without Successor Landlord’s consentabrogate any claims or remedies that Subtenant may have against Tenant under the Sublease or otherwise.

Attornment. If a Mortgagee Unless the Lease is terminated in accordance with Paragraphs 2 or Superior Lessor shall succeed to 4 of this Agreement or in accordance with the rights terms of the Lease, if the interests of the Landlord under this Leasethe Lease shall be transferred by reason of the exercise of power of sale contained in the Mortgage (if applicable), whether through or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Lender takes possession or foreclosure action or delivery of a new lease or deed, then at the request Property pursuant to any provisions of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentthe Mortgage, Tenant shall attorn be bound to and recognize Successor Landlord the Purchaser or Lender, as Tenant’s landlord the case may be, under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, covenants and conditions and covenants as are set forth in this of the Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Leases with the same force and effect as if any) the Purchaser or Lender were the lessor under the Lease, and Tenant, as Lessee under the Lease, does hereby agree to attorn to the Purchaser and Lender if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon succession by Purchaser to the interest of the lessor under the lease or the taking of possession of the Property by Lender. Nevertheless, Tenant shall, from time to time, execute and deliver such instruments evidencing such attornment as Purchaser or Lender may reasonably require. The respective rights and obligations of Purchaser, Lender and of the lessee under the Lease upon such attornment, to the extent of the then remaining at balance of the end term of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained any extensions and renewals, shall be and are the same as now set forth in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises except as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentotherwise expressly provided herein.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, . Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall shalt not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If Tenant agrees that in the event that any holder of a Mortgagee or Superior Lessor shall succeed superior lien succeeds to Landlord's interest in the rights of Landlord Premises, Tenant will pay to such holder all Rent subsequently payable under this Lease. Further, whether through possession or foreclosure action or delivery Tenant agrees that in the event of the enforcement by the holder of a new lease superior lien of the remedies provided for by law or deedby such superior lien, then at the Tenant will, upon request of such any person or party so succeeding to Landlord’s rights (“Successor Landlord”) the interest of Landlord as a result of such enforcement, automatically become the Tenant of and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under such successor in interest without change in the terms or provisions of this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue Such successor in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall interest will not be applicable after such attornment except that Successor Landlord shall not bebound by: (a) liable Any payment of Rent for any act or omission more than one month in advance, except prepayments in the nature of Landlord (except to security for the extent performance by Tenant of its obligations under this Lease that are actually received by such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord)successor in interest; (b) subject Any claim against Landlord arising prior to any defense, claim, counterclaim, set-off or offsets the date on which Tenant may have against such successor in interest succeeded to Landlord;'s interest; or (c) bound Any claim or offset of Rent against the Landlord. Upon request by such successor in interest and without cost to Landlord or such successor in interest, Tenant will, within 20 days after written demand, execute, acknowledge, and deliver an instrument or instruments confirming the attornment. If Tenant shall fail to execute and deliver any prepayment such documents provided for in the preceding sentence, then Tenant hereby appoints Landlord its attorney-in- fact for the purpose of more than one month’s Rent executing, acknowledging, and delivering such documents on behalf of Tenant. Landlord shall procure an agreement upon request of Tenant from the party to any prior landlord; (d) bound which Tenant is to subordinate and/or attorn, which agreement shall be a nondisturbance agreement on standard forms and with standard terms then generally used by any obligation to make any payment to Tenant which was required commercial lenders in the United States. The aforesaid subordination shall be uneffective if a nondisturbance agreement is unable to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same procured in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentherewith.

Attornment. If a the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or Superior Lessor shall succeed Successor Landlord or other purchaser or person taking title to the rights Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, and so long as such Successor Landlord or Mortgagee agrees not to disturb Tenant’s possession of the Premises under this Lease, whether through possession Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or foreclosure action or delivery of a new lease or deedrenewals thereof which may be effected in accordance with any option therefor in the Lease, then at with the request of such party so succeeding to Landlord’s rights (“same force and effect as if Successor Landlord”) Landlord were the landlord under the Lease, and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord’s succeeding to the interest of Landlord under the Lease, and shall promptly execute and deliver any instrument . Tenant acknowledges that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: is (a) liable for any act or omission the assignee of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlordlessor’s interest in that certain Ground Lease dated June 11, 1963 (“Existing Ground Lease”) for the land underlying the Building, and Tenant gives notice of such act or omission to Successor Landlord); (b) subject the assignee of the lessee’s interest in the Ground Lease. Upon expiration or termination of the Existing Ground Lease, Tenant will attorn to and continue to recognize Landlord as the landlord under this Lease. Tenant shall, upon demand, execute any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound documents reasonably requested by any prepayment of more than one month’s Rent such person to any prior landlord; (d) bound by any obligation to make any payment to evidence the attornment described in this Section 17.2. Concurrently, upon written request from Tenant, and provided Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has is not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord default under this Lease, and (y) repairs Landlord agrees to the Premises as use diligent, commercially reasonable efforts to obtain a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made Non-Disturbance Agreement from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or , ground lessor or master lessor (f) bound by if different from Landlord), or any modificationMortgagee. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of Subordination and Non-Disturbance Agreement. If, amendment or renewal of this Lease made without Successor Landlord’s consentafter exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall have no further obligation to Tenant with respect thereto.

Attornment. If Upon written request of a Mortgagee Successor Landlord (as such term is defined below), Tenant will attorn to any transferee of Landlord’s interest in the Project that succeeds Landlord by reason of a termination, foreclosure or Superior Lessor shall succeed to the rights enforcement proceeding of Landlord under this Leasean Encumbrance, whether through possession or foreclosure action or by delivery of a new lease deed in lieu of any foreclosure or deed, then at the request of such party so succeeding to Landlord’s rights proceeding (a “Successor Landlord”) and upon ), provided that either the holder of such Encumbrance entered into an SNDA with respect to this Lease or the Successor Landlord’s written agreement Landlord agrees to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request not to evidence such attornment. Upon such attornment disturb Tenant’s possession, so long as Tenant is not in default under this Lease shall beyond any applicable grace or cure period. In this event, the Lease will continue in full force and effect as, or as if it were, a direct lease between the Successor Landlord and Tenant upon on all of the termsterms of this Lease, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that the Successor Landlord shall not be: (a) liable Liable for any act or omission obligation of Landlord under this Lease, except for any continuing default by Landlord (except such as, for example, a default with respect to the extent such act a repair obligation), or omission continues beyond the date when such be subject to any counterclaim, defense or offset accruing before Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord)interest; (b) subject Bound by any modification or amendment of this Lease entered into after the applicable Encumbrance was recorded against the Project and made without the written consent of such Encumbrance holder, except for any amendment or modification of this Lease pursuant to any defense, claim, counterclaim, set-off Tenant’s strict exercise of an express right or offsets which option granted to Tenant may have against Landlordunder this Lease; (c) bound Bound by any prepayment of more than one month’s Rent to any prior landlordRent; (d) bound by Obligated to return any obligation security deposit not paid over to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (fe) bound by Obligated to perform any modificationimprovements to the Premises (or provide an allowance therefor), amendment or renewal except for the completion of this Lease made without Landlord’s Work. Upon Successor Landlord’s consentrequest, Tenant will, without charge, promptly execute, acknowledge and deliver to Successor Landlord any instrument reasonably necessary to evidence such attornment, provided that such instrument includes non-disturbance protection with respect to this Lease.

Attornment. If a Mortgagee or Superior Lessor shall succeed Notwithstanding anything to the rights of Landlord under this contrary contained in the Lease, whether through possession should title to the leased premises and the landlord’s interest in the Lease be transferred to Agent for the ratable benefit of Lenders or foreclosure action any other person or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights entity (“Successor LandlordNew Owner”) by foreclosure of the Mortgage, by conveyance instrument in-lieu of foreclosure of the Mortgage, or otherwise, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon Successor Landlord’s written agreement the occurrence of any such transfer, that: (a) Tenant shall pay to accept Tenant’s attornment, New Owner all rental payments required to be made by Tenant pursuant to the terms of the Lease for the remainder of the term of the Lease; (b) Tenant shall be bound to New Owner in accordance with all of the provisions of the Lease for the remainder of the term of the Lease; (c) Tenant shall attorn to New Owner as its landlord, such attornment to be effective and recognize Successor Landlord as Tenant’s landlord under this Lease, and self-operative without the execution of any further instruments; (d) Tenant shall promptly execute and deliver to New Owner (upon New Owner’s request) an appropriate agreement of attornment to New Owner and any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all subsequent titleholder of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord Property; (e) New Owner shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) be subject to any defenseclaims, claim, counterclaim, set-off offsets or offsets defenses which Tenant may might have against Landlord; any prior landlord (cincluding Owner); (f) bound New Owner shall not be obligated to complete any construction work required to be done by any prepayment prior landlord (including Owner) pursuant to the provisions of more than one month’s Rent the Lease or to reimburse Tenant for any prior landlord; construction work done by Tenant; (dg) bound by any obligation New Owner shall not be required to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises Property or the leased premises required as a result of damage by fire or other casualty or a partial by reason of condemnation pursuant unless New Owner shall be obligated under the Lease to make such repairs and then shall be obligated to finance the provisions completion of this Lease, but such repairs only to the extent that such repairs can reasonably of casualty insurance proceeds or condemnation awards received; (h) New Owner shall not be made from required to make any capital improvements to the net proceeds Property or to the leased premises which Owner 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 leased premises; (i) New Owner shall not be liable for any act, omission or default of any insurance or condemnation awards, respectively, actually made available to such Successor Landlordprior landlord (including Owner); or (fj) New Owner shall not be bound by any modification, rent or additional rent which Tenant might have paid for more than the current month or any security deposit or other prepaid charge paid to any prior landlord (including Owner); (k) New Owner shall not be bound by any amendment or renewal modification of this the Lease made without Successor Landlord’s its written consent; and (l) New Owner shall not be liable for any obligations of landlord (including Owner) arising under the Lease following any subsequent transfer of the title to the leased premises by New Owner.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights interests of Landlord under this the Lease shall be transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, whether through possession or foreclosure action or delivery of a new lease or deedwith the same force and effect as if Successor Landlord were the landlord under the Lease, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant acknowledges that Landlord is (a) the assignee of the lessor's interest in that certain Ground Lease dated June 11, 1963 ("Existing Ground Lease") for the land underlying the Building, and (b) the assignee of the lessee's interest in the Ground Lease. Upon expiration or termination of the Existing Ground Lease, Tenant will attorn to and continue to recognize Landlord as Tenant’s the landlord under this Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the adornment described in this Section 17.2. Concurrently, upon written request from Tenant, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue provided Tenant is not in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord default under this Lease, and (y) repairs Landlord agrees to the Premises as use diligent, commercially reasonable efforts to obtain a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made Non-Disturbance Agreement from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by . Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any modificationsuch Mortgagee, amendment or renewal of this Lease made without Successor Landlord’s consentLandlord shall have no further obligation to Tenant with respect thereto.

Attornment. If a Mortgagee or Superior Lessor shall succeed to In the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery event of a new lease or deed, then at transfer of Borrower’s interest in the request of such party so succeeding Property to Landlord’s rights a Purchaser (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentdefined below), Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument agrees that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this the Lease shall continue in full force and effect asand, or provided that such Purchaser agrees in writing to assume Borrower’s obligations under the Lease subject to the terms and conditions of this Agreement, Tenant agrees to attorn to the Purchaser as if it were, a direct lease between Successor Landlord its landlord under the Lease and Tenant upon to be bound by all of the termsprovisions of the Lease for the balance of the term thereof; provided that, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord the Purchaser shall not be: (a) liable 3.1 Liable for any act or omission of any Prior Landlord (defined below) or subject to any offsets or defenses which Tenant might have against any Prior Landlord except (i) offsets specifically provided for in the Lease, or (ii) those which arose out of Prior Landlord’s default under the Lease and continue uncured after Tenant has notified Bank and given Bank an opportunity to cure as provided for in Section 5 below; 3.2 Liable for the return of any rental security deposit, or bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one month in advance to any Prior Landlord, except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord)sums are actually received by Purchaser; (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound 3.3 Bound by any prepayment amendment to the Lease made without Bank’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) which would (i) reduce the fixed annual rent, additional rent, percentage rent or any other monetary obligations of 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 than one month’s Rent 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 under the Lease the cost of which exceed the amount set forth in the first sentence of Section 29.13 of the Lease or for obligations which accrue after Purchaser has sold or otherwise transferred its interest in the Property; EXHIBIT K Mountain View Research Park 3.5 Bound to restore the Property after a casualty for a cost in excess of proceeds recovered under any prior landlord; (d) bound by any obligation to make any payment to Tenant which was insurance required to be made prior carried under the Lease, or bound to restore the time such Successor Landlord succeeded to Landlord’s interestProperty 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, except for the repayment of the balance of the Security Deposit (if any) remaining at the end cancellation or surrender of the Lease term made without Bank’s prior written consent unless the Lease expressly grants to Tenant the extent right to terminate or cancel the Lease in such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereofcircumstances; (e) bound 3.8 Bound by any obligation to perform any work environmental representation, warranty, covenant or to make improvements to indemnity contained in the Premises Lease except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds Bank’s affirmative act(s) constitute or result in a violation of any insurance such environmental representation, warranty, covenant or condemnation awards, respectively, actually made available to such Successor Landlord; orindemnity; (f) bound 3.9 Bound by any modification, amendment option to purchase or renewal right of this Lease made without Successor Landlord’s consentfirst refusal with respect to the Property or any portion thereof; and 3.10 Bound by any representation or warranty contained in the Lease.

Attornment. If Within a reasonable time after the full execution of this Lease but in no event more than sixty (60) days, Landlord shall obtain a non-disturbance agreement on Tenant’s behalf from the existing Mortgagee, if any, on such Mortgagee’s commercially reasonable standard form (and in recordable form). Provided the applicable mortgagee delivers to Tenant a nondisturbance agreement on such form agreeing that such Mortgagee or Superior Lessor any purchaser in a foreclosure sale shall recognize and be bound by the terms of this Lease upon a foreclosure or deed in lieu thereof (or termination of any such ground lease), this Lease shall be subject and subordinate to the provisions, operation and effect of said lien. As a condition to Tenant’s subordination for all future Mortgagees, Landlord shall secure for and promptly deliver to Tenant such a non-disturbance agreement recognizing Tenant’s (and its designees’, assignees’ and subtenants’) rights under this Lease from each future Mortgagee hereafter encumbering the Building. Subject to the terms of this Section 16.3, if any Person shall succeed to all or any part of the rights of Landlord under this LeaseLandlord’s interest in the Premises, whether through possession or foreclosure action or delivery by purchase, foreclosure, deed in lieu of a new foreclosure, power of sale, termination of lease or deedotherwise, then at and if such successor-in-interest requests or requires, the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, such successor-in-interest and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon within fifteen (15) business days after receipt thereof an agreement in confirmation of such attornment this Lease in a form as may be reasonably requested by such successor-in-interest. Failure to respond within such fifteen (15) business day period shall continue in full force and effect as, or as if it were, be deemed to be a direct lease between Successor Landlord and confirmation by the Tenant upon all of the terms, conditions facts and covenants as are matters set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consenttherein.

Attornment. If a Mortgagee for any reason the leasehold estate of Landlord as Tenant under any underlying lease is terminated by summary proceedings or Superior Lessor shall succeed otherwise, Tenant will attorn to the rights of Landlord under such underlying Lease and will recognize such Landlord as Tenant's Landlord under this Lease(sub)lease. Tenant agrees to execute and deliver, whether through possession or foreclosure action or delivery of a new lease or deedat any time, then at and from time, to time, upon the request of Landlord or of the Landlord under any such party so succeeding underlying lease, any instrument which may be necessary or appropriate to Landlord’s rights (“Successor Landlord”) evidence such attornment and upon Successor Landlord’s written agreement Tenant hereby appoints Landlord the Landlord under such underlying lease the attorney-in-fact, irrevocable, of Tenant to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any such instrument that Successor Landlord may reasonably request for and on behalf of Tenant. Tenant further waives the provisions of any statute or rule of law now or election to evidence such attornment. Upon such attornment terminate this Lease shall continue in full force and effect as, (sub)lease or as if it were, a direct lease between Successor Landlord and Tenant upon all to surrender possession of the termsPremises in the event such underlying lease terminates or any such proceeding is brought by Landlord under such underlying lease, conditions and covenants agrees that his (sub)lease shall not be affected in any way whatsoever by any such proceeding or termination. COMMON AREA MAINTENANCE COST PARAGRAPH 44 Base Project Operating Expenses as are defined in Paragraph 3 shall also include Landlord's costs and expenses incurred as Landlord's share of common area maintenance all as set forth in this Article 29 of the underlying Land Lease between the Trustees of Princeton University as landlord and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject as tenant. NOTICE REGARDING TENANT'S MOVING IN OR OUT PARAGRAPH 45 Two days prior to any defensemove into or out of the Premises, claimTenant must notify National Business Parks, counterclaimas Agent for 300 CRA LLC, set-off of the following: the name of the Moving Company, Moving Company representative in charge of the move, and Moving Company's phone number. All moves must be done during the work week (Monday through Friday, inclusive between the hours of 7:30 A.M. and 4:30 P.M.). No elevators will be available Saturday, Sunday or offsets which Tenant may have against Landlord; (c) bound holidays or after 4:30 P.M. on other days. The insurance evidence in the form required by any prepayment of more than one month’s Rent Paragraph 19 hereof must be delivered to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made Landlord prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment commencement of the balance Tenant's move into or out of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentPremises.

Attornment. If a Mortgagee Unless the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Security Deed (if applicable), or Superior Lessor by any foreclosure or other proceeding for enforcement of the Security Deed, or by deed in lieu of foreclosure or such other proceeding, or if Lender takes possession of the Property pursuant to any provisions of the Security Deed or the Assignment of Leases, the lessee thereunder shall succeed be bound to the rights of Landlord Purchaser or Lender, as the case may be, under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, covenants and conditions and covenants as are set forth in this of the Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord thereof and has not applied any extensions or retained the same renewals thereof which may be effected in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work option therefor in the Lease, with the same force and effect as if the Purchaser or to make improvements to Lender were the Premises except for (x) repairs and maintenance required to be made by Landlord lessor under this the Lease, and (y) repairs Tenant, as lessee under the Lease, does hereby attorn to the Premises Purchaser and Lender if it takes possession of the Property, as a result its lessor under the Lease. Purchaser, and Lender if it takes possession of damage by fire or other casualty or a partial condemnation pursuant the Property, hereby further agree that it will accept such attornment and, subject to the provisions of this Agreement including, without limitation, the provisions of paragraph 1 hereinabove, as of the date of such purchase or possession and for any obligations of Landlord that arise under the Lease from and after such date, it will assume and perform (but only while the owner or in possession of the Property) all of Landlord's obligations under the Lease and be bound to Tenant under the provisions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, but only with the same force and effect as if the Purchaser or Lender were the Landlord under the Lease, except as otherwise provided in this Agreement. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the xxxxxx xf possession of the Property by Lender. Nevertheless, Tenant shall, from time to time, execute xxx xeliver such instruments evidencing such attornment as Purchaser or Lender may require in forms reasonably acceptable to Lender and Tenant. The respective rights and obligations of Purchaser, Lender and of the lessee under the Lease upon such attornment, to the extent that of the then remaining balance of the term of the Lease and any such repairs can reasonably extensions and renewals, shall be made from and are the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this same as now set forth in the Lease made without Successor Landlord’s consentexcept as otherwise expressly provided in Paragraph 1.

Attornment. If No provision of this Ground Lease shall preclude Landlord from placing Landlord's Liens on Landlord's interest in the Property or amending such Landlord's Liens, provided that any grant of a Mortgagee Landlord's Lien by Landlord shall encumber only Landlord's fee interest and shall not purport to encumber Tenant's leasehold interest. So long as the Ground Lease is in full force and effect, Tenant agrees, upon request of Landlord, to furnish to Landlord a certificate in form reasonably satisfactory to Landlord and the holder of any Landlord's Lien that confirms (i) Tenant is bound under all of the terms and provisions of the Ground Lease; (ii) in the event the holder of any Landlord's Lien or Superior Lessor foreclosure purchaser (hereinafter, a "Fee Acquiring Party") shall succeed acquire fee title to the Premises, Tenant will attorn to the Fee Acquiring Party; and (iii) there is no default of Landlord under the Ground Lease as of the date prior to the date of certificate other than defaults stated with specificity in the certificate. In such event, such Fee Acquiring Party shall be entitled to all of the rights of Landlord under this the Ground Lease as though the interest of Landlord had not been terminated or such foreclosure proceedings had not been instituted; Tenant shall have the same rights and remedies against the Fee Acquiring Party that Tenant might have had under the Ground Lease against Landlord if the Fee Acquiring Party had not succeeded to the interest of Landlord, subject to the waiver of defaults not stated in the certificate described above. Such attornment by the Tenant to the Fee Acquiring Party or any successor thereof shall be effective and self-operative without the execution of any further instruments by any party hereto; provided, however, that the Tenant will, upon request execute a written agreement attorning to such Fee Acquiring Party, affirming the Tenant's obligations under the Lease. In the event that the Fee Acquiring Party succeeds to the interest of the Landlord under the Lease, whether through possession or foreclosure action or delivery of a new lease or deedtitle to the Premises, then at such Fee Acquiring Party and any successor thereof shall assume and be bound by the request obligations of the Landlord under the Lease which accrue from and after such party's succession to the Landlord's interest in the Property, but such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: : (ai) liable for any act or omission of Landlord any prior landlord (except including the Landlord); (ii) liable for the retention, application or return of any security deposit to the extent not paid over to such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); party; (biii) subject to any defense, claim, counterclaim, set-off offsets or offsets defenses which the Tenant may might have against any prior landlord (including the Landlord; ); (civ) bound by any prepayment of rent or additional rent which the Tenant might have paid for more than one month’s Rent the current month to any prior landlord; landlord (dincluding the Landlord); (v) bound by any obligation amendment or modification of the Lease made without such party's prior written consent; or (vi) obligated to make cure any payment to Tenant defaults of any prior landlord under the Lease which was required to be made occurred prior to the time date on which such Successor Landlord party succeeded to the Landlord’s interest, except for 's interest under the repayment Lease. Nothing in this section shall be deemed to waive any of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord Tenant's rights and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by remedies against any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentprior landlord.

Attornment. If a Mortgagee or Superior Lessor shall succeed to Ford Leasing agrees for the rights benefit of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) Comerica and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord Perimeter as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not befollows: (a) Foreclosure Proceedings shall not terminate the Main Lease, the Operations/Lease Agreement or the Perimeter Sublease. In the event Comerica takes possession of the Premises pursuant to any Foreclosure Proceeding, Ford Leasing agrees to attorn to Comerica; and in the event of any foreclosure sale conducted pursuant to any Foreclosure Proceedings, Ford Leasing agrees to attorn to the purchaser at such foreclosure sale (the "Purchaser"). Said attornment is to be effective and self-operative without the execution of any other instrument immediately upon Comerica or any successor or assignee of Comerica succeeding to the rights of Owner under the Main Lease, and the Main Lease shall continue in accordance with its terms between Ford Leasing, as tenant, and Comerica or any successor or assignee of Comerica, as landlord; provided, however, that Comerica or any successor or assignee of Comerica shall not: (i) be bound by any prepayment of rent or additional rent, deposit, rental security or any other sums paid to any prior landlord under the Main Lease including, without limitation, by Ford Leasing unless received and receipted for by Comerica or its successor or assignee; (ii) be bound by any amendment or modification of the Main Lease made without the consent of Comerica or its successor or assignee; (iii) be personally liable under the Main Lease, and Comerica's or its successor's or assignee's liability under the Main Lease shall be limited solely to the interest of Comerica or its successor or assignee in the Premises; (iv) be liable for any act or omission of Landlord (any prior landlord under the Main Lease including, without limitation, Owner, that results in a default under the Main Lease that continues after Comerica or its successors or assigns becomes Landlord, except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives that Comerica was given notice of such act or omission and an opportunity to Successor Landlord);cure; and (v) be subject to any offsets, defenses, claims or counterclaims which Ford Leasing might have against any prior landlord under the Main Lease including, without limitation, Owner except to the extent that Comerica was given notice of default giving rise to the offset, defense, claim or counterclaim and an opportunity to cure. (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment The provisions of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment Section 8.03 of the balance Main Lease shall not be in force and effect to relieve Ford Leasing of its obligations to perform or observe the terms and provisions of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Main Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.:

Attornment. If Following Termination of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Mortgagee Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or Superior Lessor shall succeed will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery extent it assumes the role of a new lease or deedreplacement contractor for Concessionaire a “Replacement Concessionaire”), then at General Contractor will, subject to the request provisions of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentSection 3 of this Agreement, Tenant shall attorn to and recognize Successor Landlord any such Replacement Concessionaire as Tenant’s landlord a substitute for Concessionaire under this Leasethe General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall promptly not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver any to such Replacement Concessionaire and MDTA an instrument that Successor Landlord may reasonably request acceptable to evidence General Contractor acknowledging General Contractor’s attornment to and recognition of such attornmentReplacement Concessionaire. Upon such attornment Following Termination, upon the receipt by General Contractor of the notice contemplated by this Lease Section, the General Contract shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the termscontract, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; its terms (eexcept as provided in this Agreement) bound by any obligation to perform any work or to make improvements to between the Premises except for (x) repairs Replacement Concessionaire and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentGeneral Contractor.

Attornment. If a Mortgagee or Superior Lessor shall succeed to A. Subtenant agrees that, in the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery event of a new lease termination or deedexpiration of the Ground Lease or the exercise by Ground Landlord of any of its rights thereunder to take possession of and to operate the Premises, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall Subtenant will attorn to and recognize Successor Ground Landlord as Tenant’s its direct landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all the Sublease for the remainder of the terms, term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions and covenants as are set forth in this the Sublease, and Subtenant hereby agrees to pay and perform all of the obligations of Subtenant pursuant to the Sublease. Ground Landlord agrees that, in the event of a termination or expiration of the Ground Lease or the exercise by Ground Landlord of any of its rights thereunder to take possession of and to operate the Premises, Ground Landlord shall succeed to the position of Ground Tenant as sublandlord under the Sublease and recognize Subtenant as its direct tenant under the sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease and shall be applicable after such attornment perform all of the obligations of Ground Tenant as sublandlord pursuant to the Sublease, except that Successor as set forth in Section III.B below. B. Subtenant agrees that, in the event Ground Landlord succeeds to the position of sublandlord under the Sublease, Ground Landlord shall not be: (a) 1. liable for any act or omission of any prior Sublandlord under the Sublease (including, without limitation, Ground Tenant); 2. liable for the return of any security deposit unless Ground Landlord (except is holding or has access to the extent such act same; 3. bound by any rent or omission continues additional rent which Subtenant may have prepaid for more than one (1) month under the Sublease that was not set forth in the Sublease or otherwise approved in writing by Ground Landlord; 4. subject to any offsets, claims or defenses which Subtenant might have against any prior Sublandlord (including, without limitation, Ground Tenant), except as expressly provided in the Sublease; 5. responsible for Sublandlord’s performance of the initial construction and delivery of the Subleased Premises, or the Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises; provided that the foregoing shall not derogate from any set-off, rent credit, and termination rights of the Subtenant that are expressly set forth in the Sublease; 6. liable to Subtenant beyond the date when such Successor Landlord succeeds to Ground Landlord’s interest in the Premises and the rents, income, receipts, revenues, issues and profits issuing from the Premises; or 7. liable for consequential damages. C. Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which Ground Tenant gives notice had or would have had if the Ground Lease had not been terminated. Subject to Section III.B above, Subtenant will have the same remedies for the nonperformance of such act any agreement contained in the Sublease which Subtenant had or omission would have had if the Ground Lease had not been terminated. The limitations set forth in Section III.B above as to Successor Landlord); (b) subject to Ground Landlord shall not affect, impair, or abrogate any defense, claim, counterclaim, set-off claims or offsets which Tenant remedies that Subtenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any the prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentSublandlord.

Attornment. If a Mortgagee or Superior Lessor shall succeed Subject to the rights terms of Landlord the Bloomberg SNDA (which shall supercede any conflicting provisions of this section), each Modified Lease entered into from and after the date hereof shall provide that in the event of the enforcement by Lender of any remedy under this LeaseAgreement or the Security Instrument, whether through possession or foreclosure action or delivery of a new lease or deedBloomberg under such Lease shall, then at the request option of Lender or of any other Person succeeding to the interest of Lender as a result of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentenforcement, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, Lender or to such Person and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence recognize Lender or such attornment. Upon successor in the interest as lessor under such attornment this Lease without change in the provisions thereof; provided, however, Lender or such successor in interest shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall not: (1) be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any previous act or omission of Landlord (Borrower under the Bloomberg Lease except to the extent that such act or omission continues beyond first arises under the Bloomberg Lease from and after the date when that Successor-Landlord (as such Successor Landlord term is defined in the Bloomberg Lease) succeeds to Landlord’s the interest and Tenant gives of Borrower; (2) be subject to any off-set, credit, defense or counterclaim which shall have theretofore accrued to Bloomberg against Borrower; (3) be bound by (a) any modification of the Bloomberg Lease entered into without Lender's consent after Bloomberg has, subject to the terms of Section 6 of the Bloomberg SNDA, received written notice of such act Lender's existence, address and relation to Borrower, or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any previous prepayment of rent or additional rent for more than one month’s Rent (1) month which Bloomberg might have paid to any prior landlord; Borrower other than as required by the terms of the Bloomberg Lease; (d4) be bound by any obligation to make any payment payments to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, Bloomberg except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent that such Successor obligation first arises under the Bloomberg Lease from and after the date that Successor-Landlord receives succeeds to the remaining portion interest of the Security Deposit Borrower; and (if any5) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) be bound by any obligation to perform any work or to make improvements to the Premises Condominium Unit, except for (xi) repairs and maintenance required pursuant to be made by Landlord under this the provisions of Articles 4, 5 and 6 of the Bloomberg Lease, the need for which repairs and maintenance first arises after the date upon which Lender is entitled to possession of the Condominium Unit, (yii) repairs to the Premises Condominium Unit or any part thereof as a result of damage by fire or other casualty or a partial condemnation pursuant to Article 10 of the provisions of this Bloomberg Lease, but only to the extent that such repairs can be reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or Lender (fwith the understanding, however, that (I) nothing contained in this clause (ii) limits Bloomberg's rights to terminate the Bloomberg Lease after the occurrence of a fire or other casualty under Section 10.1(B) of the Bloomberg Lease, and (II) Lender shall have the right to avoid being so bound by Borrower's covenant to rebuild the Landlord Restoration Items (as such term is defined in the Bloomberg Lease) after the occurrence of a fire or other casualty (regardless of the availability of insurance proceeds therefor) only by giving notice to Bloomberg of the election of Lender not to so rebuild earlier than the later to occur of (X) the date that Lender is required to give the Casualty Statement (as such term is defined in the Bloomberg Lease) for such fire or other casualty to Bloomberg, and (Y) the thirtieth (30th) day after the date that Lender succeeds to the interest of Borrower under the Bloomberg Lease), and (iii) repairs to the Condominium Unit as a result of a partial condemnation pursuant to Article 11 of the Bloomberg Lease, but only to the extent that such repairs can be reasonably made from the net proceeds of any modificationaward made available to Lender (with the understanding that nothing contained in this clause (iii) shall limit Bloomberg's right to terminate the Bloomberg Lease after the occurrence of a complete or partial condemnation under Section 11.1 of the Bloomberg Lease). Borrower shall cause Bloomberg, amendment upon the reasonable request by Lender or renewal of this Lease made without Successor Landlord’s consentsuch successor in interest, to execute and deliver an instrument or instruments confirming such attornment.

Attornment. If the interest of Tenant under a Mortgagee Sublease is transferred (or Superior Lessor shall succeed surrendered or terminated) to Landlords by reason of Tenant’s default under the Master Lease or by reason of assignment of the Master Lease (or any similar device) in lieu of transfer (or surrender or termination) following Tenant’s default, such Subtenant will be bound to such Landlord under all of the terms, covenants and conditions of its Sublease (except as expressly set forth in paragraph 3 and as otherwise expressly provided below) for the balance of the term thereof and of any extensions or renewals thereof that are effected in accordance with its Sublease, with the same effect as if such Landlord were the sublandlord under its Sublease, such attornment to be effective as of the time such Landlord succeeds to the rights interest of Landlord Tenant under this Leasesuch Sublease, whether through possession or foreclosure action or delivery without the execution of a new lease or deedany further agreement. However, then each Subtenant agrees, at the its own expense, to execute and deliver, at any time and from time to time upon request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written , any agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request be necessary or appropriate to evidence such attornment. Upon Failure of a Subtenant to so execute any such attornment this Lease agreement shall continue not vitiate such attornment. Each Subtenant waives the provisions of any statute or rule of law now or hereafter in full force effect that may give it any right or election to terminate or otherwise adversely affect its Sublease or the obligations of such Subtenant thereunder by reason of any proceeding in connection with Tenant’s default under such Sublease. Notwithstanding anything in a Sublease to the contrary, from and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of after the terms, conditions and covenants as are set forth in this Lease and date each Subtenant shall be applicable after required to attorn to such attornment except that Successor Landlord hereunder, the rent payable under such Sublease shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to necessary shall be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment increased as provided in Section 4.1 of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Master Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If Tenant covenants and agrees, in the event any proceedings are brought for the foreclosure of any mortgage or trust deed to which this Lease is subject and subordinate, or in the event of a Mortgagee termination of any lease to which this Lease may become subordinate, or Superior Lessor shall succeed if the Building be sold pursuant to any mortgage or trust deed to which this Lease is subject and subordinate, to attorn to the rights of Landlord under this Leasepurchaser upon any foreclosure sale or trustee's sale, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request lessor upon any such termination of such party ground lease, if so succeeding required by the purchaser, grantee by conveyance in lieu of foreclosure, or lessor, and to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentrecognize the purchaser, Tenant shall attorn to and recognize Successor Landlord grantee or lessor, as Tenant’s the case may be, as the landlord under this Lease, provided such purchaser, grantee or lessor agrees in writing to be bound to Tenant as landlord hereunder with respect to liabilities and shall promptly obligations of Landlord under this Lease accruing after such sale or conveyance. Tenant agrees to execute and deliver at any time and from time to time, upon the request of Landlord or of any holder(s) of any of the indebtedness or other obligations secured by any mortgage or deed of trust, or any lessor under a ground lease, referred to in the preceding sentence, any instrument that Successor Landlord or certificate which may be reasonably request appropriate and requested in any foreclosure or termination proceeding or otherwise to evidence such the foregoing attornment. Upon such attornment this Lease shall continue , provided Tenant has been furnished the non-disturbance agreement specified in full force and effect asParagraph 24.1 or Paragraph 24.2, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Leaseappropriate, and (y) repairs provided that such instrument or certificate would not create obligations on Tenant in addition to the Premises as a result of damage by fire Tenant's obligations, impair Tenant's rights or other casualty or a partial condemnation pursuant to interests under the provisions of this Lease, but only to . Provided the extent that provisions hereof for the furnishing of non-disturbance agreements are complied with and such repairs can reasonably be made from agreements are being performed Tenant further waives the net proceeds provisions of any insurance statute or condemnation awardsrule of law, respectivelynow or hereafter in effect, actually made available which may give or purport to such Successor Landlord; or (f) bound give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event any foreclosure proceeding is brought, or trustee's sale occurs, or ground lease is terminated, and agrees that this Lease shall not be affected in any way whatsoever by any modificationforeclosure proceeding, amendment trustee's sale or renewal termination of this Lease made without Successor Landlord’s consentground lease, unless the holder(s) of the indebtedness or other obligations secured by the mortgage or trust deed, or lessor under the ground lease shall declare otherwise.

Attornment. If a Mortgagee or Superior Ground Lessor shall succeed to terminates the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Ground Lease, and the conditions set forth in Section 2 above have been met at the time Ground Lessor terminates the Ground Lease, the Lease shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease not be terminated or affected thereby but shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord Ground Lessor and Tenant upon all of the terms, covenants and conditions and covenants as are set forth in this the Lease and in that event, Tenant agrees to attorn to Ground Lessor and Ground Lessor by virtue of such termination of the Ground Lease shall be applicable after deemed to have agreed to accept such attornment except attornment, provided, however, that Successor Landlord if Ground Lessor is not in an affiliate of Landlord, Ground Lessor shall not be: be (a) liable for the failure of any act or omission prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a "Prior Landlord") to perform any obligations of Prior Landlord (except under the Lease which have accrued prior to the extent such act or omission continues beyond date on which Ground Lessor shall terminate the date when such Successor Landlord succeeds Ground Lease, however, nothing contained herein shall excuse Ground Lessor from its obligations to Landlord’s interest and Tenant gives notice of such act or omission remedy a continuing problem that existed prior to Successor Landlord); the time it terminated the Ground lease; (b) subject liable for the return of rental security deposits, if any, paid by Tenant to any defensePrior Landlord in accordance with the Lease unless such sums are actually received by Ground Lessor, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to make any payment Prior Landlord unless such sums are actually received by Ground Lessor. In the event that any liability of Ground Lessor does arise pursuant to Tenant which was required this Agreement or the Lease, such liability shall be limited and restricted to be made prior Ground Lessor's interest (such interest to the time such Successor Landlord succeeded include rental income, proceeds from sale, and insurance and condemnation proceeds received because of damage or destruction or condemnation to Landlord’s interest, except for the repayment or of the balance of Property) in the Security Deposit (if any) remaining at the end of the Lease term to the extent Property and shall in no event exceed such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentinterest.

Attornment. If a Mortgagee the Lease or Superior Lessor shall succeed Sublandlord’s right to possession thereunder terminates for any reason prior to expiration of the rights of Landlord under this LeaseSublease, whether through possession or foreclosure action or delivery of a new lease or deedSubtenant agrees, then at the request election of such party so succeeding Landlord, to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to Landlord upon the then executory terms and recognize Successor conditions of the Sublease and the First Amendment to Sublease for the remainder of the term of the Sublease. In the event of any such election by Landlord, Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver will not be (a) liable for any instrument that Successor Landlord may reasonably request rent paid by Subtenant to evidence such attornment. Upon such attornment this Lease shall continue Sublandlord more than one month in full force and effect asadvance, or as if it wereany security deposit paid by Subtenant to Sublandlord, a direct lease between Successor unless same has been transferred to Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: by Sublandlord; (ab) liable for any act or omission of Landlord (except Sublandlord under the Lease and the First Amendment to Sublease or any other agreement between Sublandlord and Subtenant or for any default of Sublandlord under any such documents which occurred prior to the extent such act or omission continues beyond effective date of the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); attornment; (bc) subject to any defense, claim, counterclaim, set-off defenses or offsets which Tenant that Subtenant may have against Landlord; (c) bound by any prepayment Sublandlord which arose prior to the effective date of more than one month’s Rent to any prior landlord; the attornment; (d) bound by any obligation to make any payment to Tenant which was required to be changes or modifications made prior to the time such Successor Landlord succeeded Sublease and the First Amendment to Sublease without the written consent of Landlord’s interest, except (e) obligated in any manner with respect to the transfer, delivery, use or condition of any furniture, equipment or other personal property in the First Amendment Additional Sublet Premises which Sublandlord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the Subtenant during the term of the Sublease, or (f) liable for the repayment payment of any improvement allowance, or any other payment, credit, offset or amount due from Sublandlord to Subtenant under the balance Sublease and the First Amendment to Sublease. If Landlord does not elect to have Subtenant attorn to Landlord as described above, the Sublease and the First Amendment to Sublease and all rights of Subtenant in the Security Deposit (if any) remaining at First Amendment Additional Sublet Premises shall terminate upon the end date of termination of the Lease term or Sublandlord’s right to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions possession thereunder. The terms of this Lease, but only Section 9 supercede any contrary provisions in the Sublease and the First Amendment to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.Sublease

Attornment. If the Demised Premises, Building or land where the Building is located is or will be encumbered by a Mortgagee mortgage, and the mortgage is foreclosed, or Superior Lessor if the Demised Premises, Building or property is sold pursuant to a foreclosure or by reason of a default under a mortgage, the following shall succeed to apply notwithstanding the rights foreclosure, the sale, or the default: (i) Tenant shall not disaffirm this lease or any of Landlord its obligations under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then lease; (ii) at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentthe applicable mortgagee or purchaser at a foreclosure or sale, Tenant shall attorn to the mortgagee or purchaser and recognize Successor Landlord as Tenant’s landlord under execute a new lease for the Demised Premises setting forth all the provisions of this Leaselease except that the term of the new lease shall be for the balance of this lease. In confirmation of this attornment, and Tenant shall promptly execute and deliver at its own cost and expense, any instrument instrument, in recordable form, if required, that Successor Landlord Owner or any mortgagee may reasonably request to evidence such attornment. Upon such attornment Notwithstanding anything contained in the contrary in Articles 7 and 71 of this Lease shall continue in full force and effect asLease, provided that a trustee, mortgagee or holder of a mortgage on the Building ("Mortgagee"), or as it successors and/or assigns, shall execute and deliver to Tenant an agreement to the effect that, if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and there shall be applicable after a foreclosure of its mortgage, such attornment except that Successor Landlord shall Mortgagee will not be: (a) liable for any act or omission of Landlord (except make Tenant a party defendant to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defenseforeclosure, claimevict Tenant, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord disturb Tenant's possession under this Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder, and (y) repairs to will recognize Tenant as the Premises direct Tenant of such Mortgagee on the same terms and conditions as a result of damage by fire or other casualty or a partial condemnation pursuant are contained in this Lease, subject to the provisions hereinafter set forth, provided no Event of Default shall have occurred and be continuing hereunder beyond any applicable notice and cure period (any such agreement being referred to as a "Nondisturbance Agreement"), this Lease, but only Lease shall he subject and subordinate to such mortgage. This clause shall be self-operative and no further instrument of subordination shall be required from Tenant to make the interest on any Mortgagee superior to the extent that such repairs can reasonably be made from the net proceeds interest of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentTenant hereunder.

Attornment. If Landlord’s interest in the Premises is transferred to or acquired by a Fee Mortgagee or Superior Lessor any purchaser at a foreclosure sale (a “Foreclosure Purchaser”), (i) Tenant shall succeed be bound to such Fee Mortgagee or Foreclosure Purchaser under the rights terms of Landlord under this Lease, whether through possession (ii) Tenant shall thereafter attorn to such Fee Mortgagee or foreclosure action or delivery of a new lease or deedForeclosure Purchaser, then at as the request landlord hereunder, after it is notified of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmenttransfer, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under unless this Lease is terminated in accordance with the provisions contained in this Lease, and (iii) such Fee Mortgagee or Foreclosure Purchaser shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon be bound by all of the termsterms of this Lease that are applicable to Landlord and shall, conditions subject to the other terms of this section, satisfy all of Landlord’s obligations and covenants as are liabilities hereunder. The foregoing provision shall be self-operative; provided, however, Tenant shall, upon written demand, execute documentation confirming the matters set forth in this Lease and shall be applicable after such attornment except that Successor section. Any Fee Mortgagee or Foreclosure Purchaser succeeding to the interest of Landlord in the Premises shall not be: be (ai) bound by any payment of Rent made by Tenant more than one (1) month in advance, (ii) liable for due to any act or omission of Landlord a prior landlord (except including, without limitation, Landlord), provided to the extent any default by Landlord under this Lease is continuing, such act Fee Mortgagee or omission continues beyond Foreclosure Purchaser, as applicable, shall be responsible for curing the date when such Successor Landlord succeeds to same after it acquires Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); in the Premises, (biii) subject to any defenseoffsets or defenses of Tenant arising or related to periods prior to the date the Fee Mortgagee or Foreclosure Purchaser acquires such interest, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (civ) responsible for any security or other deposit not transferred to it or (v) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor that is not approved by it, in writing, or is not in writing and signed both by Tenant and Landlord’s consent.

Attornment. If a Mortgagee For the purposes of this Section, the term "SUCCESSOR LANDLORD" shall mean the Superior Lessor or Superior Lessor shall succeed 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, then or any 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. At the request of a Successor Landlord and upon such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s 's written agreement to accept Tenant’s 's attornment, and to not disturb Tenant's quiet possession of the Premises, Tenant shall attorn to and recognize such Successor Landlord as Tenant’s landlord 's Landlord under this Lease, Lease and shall promptly execute and deliver an instrument in the form attached as EXHIBIT F-1 (Construction Lender) or EXHIBIT F-2 (Permanent Lender) or any other instrument that such Successor Landlord may reasonably request to evidence such attornmentattornment and approved by Tenant, which approval shall not be unreasonably withheld. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that the Successor Landlord shall not be: not: (ai) be liable for any previous act or omission of Landlord under this Lease except that Tenant shall retain all rights and remedies available to Tenant at law or pursuant to the Lease against Landlord; (ii) be subject to any offset, deficiency or defense which theretofore shall have accrued to Tenant against Landlord except to the extent such act offsets or omission continues beyond the date when such defenses arise out of acts or omissions of Successor Landlord, and provided further, that nothing herein shall limit Tenant's offsets or defenses which shall accrue to Tenant against Successor Landlord succeeds during the time Successor Landlord holds title to Landlord’s interest or has possession of the Premises for breach of the maintenance and Tenant gives notice repair responsibilities or for breach of such act the covenant of quiet enjoyment under the Lease, or omission to Successor Landlord); for any offsets or defenses which arise therefrom; (biii) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month’s Rent to any prior landlord; (d) bound 's Base Rent, unless such modification or prepayment shall have been expressly approved in writing by any obligation to make any payment to Tenant the Superior Lessor or the Superior Mortgagee through or by reason of which was required to be made prior the Successor Landlord shall have succeeded to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment right of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease; (iv) be liable for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises required under this Lease, or any expansion or rehabilitation of existing improvements upon the Premises, or for restoration of improvements following any casualty not required to be insured under this Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (v) be liable for the right and claim under this Lease in, to and upon any award or other compensation heretofore or hereafter to be made for any taking by eminent domain of any part of the Premises, and (y) repairs as to the Premises as a result right of damage by fire or other casualty or a partial condemnation pursuant to disposition thereof, the same shall be in accordance with the provisions of any Superior Lease or Superior Mortgage; (vi) be liable for any right and claim under this LeaseLease in, but only to and upon any proceeds payable under all policies of fire and rent insurance upon the Premises and as to the extent that such repairs can reasonably right of disposition thereof, the same shall be made from in accordance with the net proceeds terms of any insurance Superior Lease or condemnation awardsSuperior Mortgage; (vii) be liable for any lien, respectivelyright, actually made available to such Successor Landlord; or (f) bound by power or interest, if any, which may have arisen or intervened in the period between the recording of any modification, amendment or renewal Superior Mortgage and the execution of this Lease made without or any lien or judgment which may arise at any time under the terms of this Lease; or (viii) be liable for the return of any security deposit which was not actually transferred to the Successor Landlord’s consent.

Attornment. Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord in respect of the land and the buildings governed by this Lease upon any foreclosure of any Mortgage upon such land or buildings or upon the execution of any deed in lieu of foreclosure in respect to such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the terms of this Lease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self- operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. If a requested, Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for herein; provided, however, that no such Mortgagee or Superior Lessor successor-in-interest shall succeed to be bound by any payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the rights express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, whether through possession or foreclosure action or delivery nor for the return of a new lease or deed, then at the request of such party so succeeding any sums which Tenant may have paid to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this LeaseLease as and for security deposits, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect asadvance rentals or otherwise, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent that such act or omission continues beyond the date when such Successor sums are actually delivered by Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defenseMortgagee. If Mortgagee, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior succeeding to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment interest of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs should become obligated to perform the Premises as a result covenants of damage by fire or other casualty or a partial condemnation pursuant to the provisions Landlord hereunder, then, upon, any further transfer of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentinterest by Mortgagee, all such obligations shall terminate as to Mortgagee.

Attornment. If a the interests of the Landlord in the Premises shall be transferred to and owned by the Mortgagee by reason of foreclosure or Superior Lessor shall succeed other proceedings brought by it, or by any other manner, or if the Mortgagee takes possession of or makes entry upon the Premises pursuant to the rights Mortgage, the Assignment, or any other document evidencing or securing the Loan, the Tenant shall be directly bound to the Mortgagee under all of the terms, covenants, and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Mortgagee were the Landlord under this the Lease and the Mortgagee shall be directly bound to the Tenant under all of the terms, covenants, and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at with the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) same force and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor effect as if the Mortgagee were the Landlord as Tenant’s landlord under this the Lease, and the Tenant does hereby attorn to the Mortgagee as its Landlord, such attornment to be effective and self‑operative immediately upon the Mortgagee succeeding to the interest of the Landlord in the Premises without the execution of any further instruments on the part of any of the parties hereto. The Tenant agrees, however, upon the election of and written demand by the Mortgagee within twenty (20) days after the Mortgagee receives title to or takes possession of the Premises, to execute an instrument in confirmation of the foregoing provisions, satisfactory to the Mortgagee, in which the Tenant shall promptly execute acknowledge such attornment and deliver shall set forth the terms and conditions of its tenancy in accordance with the Lease and this Agreement. Upon any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this , the Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord the Mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If a Mortgagee Lender and Tenant agree that upon the conveyance of the Property by reason of the foreclosure of the Mortgage or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery acceptance of a new lease deed or deedassignment in lieu of foreclosure or otherwise, then the Lease shall not be terminated or affected thereby (at the request 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 party so succeeding to Landlord’s rights (“Successor Landlord”transfer) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease but shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord the Transferee and Tenant upon all of the terms, covenants and conditions and covenants as are set forth in this the Lease and in that event, Tenant agrees to attorn to the Transferee and the Transferee shall be applicable after accept such attornment except that Successor Landlord attornment, and the 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 Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord of. Landlord, whether prior to or after such foreclosure or sale, (except c) required to make any repairs to the extent 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 be obligated under the Lease to make such act repairs and shall have received sufficient casualty insurance proceeds or omission continues beyond condemnation awards to finance the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice completion of such act repairs, (d) required to make any capital improvements to the Property or omission to Successor Landlord); 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 defenseoffsets, claimdefenses, counterclaimabatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which the Transferee shall become the owner of the Property, set-off (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such sums are actually received by the Transferee, (g) bound by any payment of rents, additional rents or offsets other sums which Tenant may have against Landlord; (c) bound by any prepayment of paid more than one month’s Rent (1) month in advance to any prior landlord; Landlord unless (di) such sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound by any obligation to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time such Successor Landlord the Transferee succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (ei) bound by any obligation to perform any work agreement amending, modifying or to make improvements terminating the Lease made without the Transferee’s prior written consent prior to the Premises except for time the Transferee succeeded to Landlord’s interest or (xj) repairs and maintenance required to be bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made by Landlord under this Lease, and (y) repairs prior to the Premises as a result of damage by fire or time the Transferee succeeded to Landlord’s interest other casualty or a partial condemnation than if pursuant to the provisions of this the Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If a Mortgagee or Superior Lessor Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under this Lease, whether through possession the Lease or shall become the owner of the Property by reason of the foreclosure action of the Security Instruments or delivery the acceptance of a new lease deed or deedassignment in lieu of foreclosure or otherwise, then and the conditions set forth in Section 2 above have been met at the request time Lender becomes such successor or owner of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentthe Property, Tenant the Lease shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease not be terminated or affected thereby but shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord Lender and Tenant upon all of the terms, covenants and conditions and covenants as are set forth in this Lease the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; provided, however, that the provisions of the Security Instrument shall be applicable after such attornment except that Successor Landlord govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender 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 Landlord's failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the 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 be obligated under the Lease to make such repairs, and Lender shall have received or be entitled to receive sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs; (d) required to make any 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 premises demised under the Lease; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such act sums are actually received by Lender; (g) bound by any payment of rents, additional rents or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets other sums which Tenant may have against Landlord; (c) bound by any prepayment of paid more than one month’s Rent (1) month in advance to any prior landlord; Landlord unless (di) such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by Lender; (h) bound by any obligation to make any payment to Tenant which was required under the Lease, otherwise to be made prior to the time such Successor Landlord Lender succeeded to Landlord’s 's interest, except for the repayment of the balance of the Security Deposit ; (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (ei) bound by any obligation to perform any work agreement amending, modifying or to make improvements terminating the lease made without Lender's prior written consent prior to the Premises except for time Lender succeeded to Landlord's interest; or (xj) repairs and maintenance required to be bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made by Landlord under this Lease, and (y) repairs prior to the Premises as a result of damage by fire or time Lender succeeded to Landlord's interest other casualty or a partial condemnation than if pursuant to the provisions of this the Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If this Lease is terminated prior to the expiration of its term, then, so long as a Mortgagee or Superior sublessee complies with the terms and conditions set forth in its sublease, it shall attorn thereunder directly to Lessor, Lessor shall succeed attorn to such sublessee, including recognizing the rights of Landlord any lenders under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Leasesublease, and Lessor shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence not disturb such attornment. Upon such attornment this Lease shall continue sublessee, in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all accordance with the terms of the termspertinent sublease; provided, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not behowever, that: (a) Lessor's obligations thereunder shall be no greater and its rights no less than those set forth in this Lease; (b) No sublessee shall be required to make any payment to Lessor unless and until such sublessee shall have received written notice from Lessor of the termination of this Lease and direction that payments and performance thereafter be made directly to Lessor. Thereafter, upon such sublessee's timely payment or performance to Lessor, Lessor shall not be entitled to claim a default for not having received any corresponding payment or performance from Lessee. If a sublessee, however, receives conflicting written notices demanding payment or performance from Lessor and Lessee, such sublessee shall have the right to interplead such payment and/or other matters in any court of competent jurisdiction, in which event such sublessee shall not be deemed in default. Payment or performance when and as ordered by such court shall constitute full performance. So long as a sublessee has made payment for performance to Lessor or interpleaded such matters and is not subject to termination for default of the pertinent sublease, Lessor shall not join that sublessee as a party defendant in any auction or proceeding or take any other action for the purpose of terminating sublessee's interest and estate because of any default under or termination of this Lease. Moreover, notwithstanding the termination of this Lease, so long as Lessee has complied with the requirements hereof relating to subleases, Lessor shall recognize any and all subleases entered into pursuant to the terms hereof and any executory contracts to sublease pursuant to the terms hereof; provided, however, that any and all benefits which would thereafter accrue to Lessee under the sublease shall belong to Lessor; (c) Lessor shall not be liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlordlessor (including Lessee); (d) Lessor shall not be subject to any offsets or defenses which the sublessee may have against any prior lessor (including Lessee); (e) Lessor shall not be bound by any payment in respect of rent, common area expenses, or other additional charges, as described in the sublease, which the sublessee might have paid for more than one rental period in advance to any prior lessor (including Lessee); (f) Lessor shall not be bound by any agreement or modification of the sublease made without the written consent of Lessor; (g) Lessor shall not be bound by any provision set forth in the sublease requiring the sublessor to indemnify or hold the sublessee harmless; (h) Lessor shall not be bound by any covenant to undertake or complete any construction of the Parcel or Premises or any portion thereof; and (i) Lessor shall not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentsublessee.

Attornment. If Tenant hereby agrees that in the event of a Mortgagee foreclosure sale or Superior Lessor shall succeed deed in lieu of foreclosure under the Mortgage, Tenant will and hereby does attom to the rights foreclosure successor so that the Lease and the relationship of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of shall exist between such foreclosure successor and Tenant; provided, however, that if the termsforeclosure successor is Lender, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord its successor or assigns, Lender shall not be: (a) a. liable for any act or omission of Landlord any prior landlord (including the Borrower), except with respect to defaults continuing on the date that such Lender succeeded to Landlord's interest under the Lease, in each case to the extent such act or omission continues beyond the date when Lender received prior written notice detailing such Successor Landlord succeeds default(s) and an opportunity to Landlord’s interest and Tenant gives notice of such act or omission cure same pursuant to Successor Landlord);Section 6 hereof; or (b) b. subject to any defense, claim, counterclaim, set-off offsets or offsets defenses which Tenant may might have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; landlord (d) bound by any obligation including the Borrower), except with respect to make any payment to Tenant which was required to be made prior to defaults continuing on the time date that such Successor Landlord Lender succeeded to Landlord’s interest's interest under the Lease, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term in each case to the extent such Successor Landlord receives Lender received prior written notice detailing such default(s) and an opportunity to cure same pursuant to Section 6 hereof; Lender acknowledges that its exclusion from liability, offset and defenses set forth in (a) and (b) above shall not apply to actions or omissions of Lender from and after the remaining portion of date it becomes the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof;foreclosure successor; or (e) c. bound by any obligation rent or additional rent which Tenant might have paid for more than the current month to any prior landlord (including the Borrower); or d. liable for repayment of any security deposit not actually paid to Lender; or e. bound by any amendment or modification of the Lease made without Lender's prior written consent that either reduces the term of the Lease, reduces the rental payable by Tenant or imposes greater duties on Landlord under the Lease; or f. bound by any provision in the Lease which obligates the landlord thereunder (i) to construct or complete any building or structure or to make any improvements or to perform any other construction work (including any work necessary to prepare the Premises for Tenant's occupancy) or (ii) to make improvements pay to Tenant (or permit application against rent due under the Lease for) any reimbursement, credit or allowance for construction or build-out performed by Tenant; or g. bound by any purchase option or right of first refusal to purchase the Premises or the Property contained in the Lease, if any, with respect to the Premises except for (x) repairs or the Property or any part thereof. Such attornment shall be deemed effective and maintenance required to be made by Landlord under this Lease, and (y) repairs self-operative without the necessity of executing any further instrument immediately upon the Lender's or foreclosure successor's succession to the Premises as a result interest of damage by fire or other casualty or a partial condemnation pursuant Borrower to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentProperty.

Attornment. If (a) After notice is given by Lender that a Mortgagee default has occurred under the Mortgage and that the rentals and all other payments to be made by Tenant under the Lease should be paid to Lender, Tenant will pay to Lender, or Superior Lessor in accordance with the directions of Lender, all rentals and other monies due and to become due to Landlord under the Lease or otherwise in respect to the Premises; and (b) In addition, if Lender (or its nominee or designee) shall succeed to the rights of Landlord under this Lease, whether the Lease through possession or foreclosure action or action, delivery of a new lease deed or deedotherwise, or another person purchases the Premises upon or following foreclosure of the Mortgage, then at the request of Lender (or its nominee or designee) or such party so succeeding to Landlord’s rights purchaser (Lender, its nominees and designees, and such purchaser, each being a “Successor Successor-Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment), Tenant shall attorn to and recognize Successor Successor-Landlord as Tenant’s landlord under this Lease, the Lease and shall promptly execute and deliver any instrument that Successor Successor-Landlord may reasonably request to evidence such attornment. Upon such attornment this attornment, the Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Successor-Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment the Lease, except that Successor Successor-Landlord shall not benot: (ai) be liable for any previous act or omission of Landlord (except to under the extent such act or omission continues beyond Lease, provided that the date when such foregoing shall not excuse the Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord)from curing any continuing defaults under the Lease; (bii) be subject to any defenseoff-set, claim, counterclaim, set-off defense or offsets counterclaim which shall have previously accrued to Tenant may have against Landlord; (ciii) be bound by any modification of the Lease or by any previous prepayment of rent or additional rent for more than one month’s Rent month which Tenant might have paid to any prior landlord;Landlord, unless such modification or prepayment shall have been expressly approved in writing by Lender; or (div) be bound by any obligation to make any payment to purchase options, rights of first refusal or similar rights possessed by Tenant which was required to be made prior with respect to the time such Successor Landlord succeeded to Landlord’s interestPremises, except for as expressly set forth in the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentlease.

Attornment. (a) Tenant acknowledges that it has notice that Landlord’s interest under the Lease and the rents and all other sums due thereunder have been assigned to Lender as part of the security for the Note secured by the Mortgage. Notwithstanding anything to the contrary contained herein or in the Lease, in the event that Lender notifies Tenant of a default under the Mortgage and demands that Tenant pay its rent and all other sums due under the Lease to Lender, Tenant agrees that it shall pay its rent and all other sums due under the Lease to Lender, provided, however, that Tenant shall be provided written notice at least ten (10) days prior to Tenant’s obligation to pay rent and other sums due under the Lease to Lender, and provided, further that in such event, upon the payment to Lender of such rent and other sums Landlord, subject to the provisions of subparagraph 3(c), shall remain liable to Tenant for the performance of Landlord’s obligations under the Lease. All rents and other sums paid by Tenant to Lender shall be credited against Tenant’s rental obligations under the Lease, and payment to Lender of rents and such other sums due under the Lease will be deemed to be payment to Lender of rents and such other sums due under the Lease will be deemed to be payment to Landlord for purposes of the Lease. Landlord joins in the execution of this Agreement for the purpose of, among other things, consenting to the provisions of this subparagraph 3(a). (b) If a Mortgagee Lender (or Superior Lessor its nominee or designee) shall succeed to the rights of Landlord under this Lease, whether the Lease through possession or foreclosure action or action, delivery of a new lease deed or deedotherwise, or another person purchases the Premises upon or following foreclosure of the Mortgage, then at the request of Lender (or its nominee or designee) or such party so succeeding to Landlord’s rights purchaser (Lender, its nominees and designees, and such purchaser, each being a “Successor Successor-Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment), Tenant shall attorn to and recognize Successor Successor-Landlord as Tenant’s landlord under this Lease, the Lease and shall promptly execute and deliver any instrument that Successor Successor-Landlord may reasonably request to evidence such attornment. Upon such attornment this attornment, the Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Successor-Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment the Lease, except that Successor Successor-Landlord shall not benot: (ai) be liable for any previous act or omission of Landlord under the Lease; provided, however, that the foregoing provisions of this clause (except to b) shall not exculpate the extent such act or omission continues beyond the date when such Successor Landlord succeeds to from liability for performing Landlord’s interest obligations under this Lease which are of a continuing nature Including, without limitation, Landlord’s repair and Tenant gives notice of such act or omission to Successor Landlord)maintenance obligations under the Lease; (bii) be subject to any defenseoff-set, claim, counterclaim, set-off or offsets which shall have previously accrued to Tenant may have against Landlord; (ciii) be bound by any modification of the Lease (if such modification was made after the date that Successor-Landlord obtained its mortgagee interest) or by any previous prepayment of rent or additional rent for more than one month’s Rent month which Tenant might have paid to Landlord (other than any prior landlordsecurity deposit), unless such modification or prepayment shall have been expressly approved in writing by Lender; (div) bound by be liable for any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of security deposited under the Lease term unless such security has been physically delivered to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor LandlordLender; or (fv) bound by be obligated to commence or complete any modification, amendment construction or renewal to make any contribution toward construction or installation of this Lease made without Successor Landlord’s consentany improvements upon the Mortgaged Property required under the Lease.

Attornment. If a Mortgagee or Superior Lessor shall succeed Notwithstanding anything to the rights of Landlord under this contrary contained in the Lease, whether through possession should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or foreclosure action any other person or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights entity (“Successor LandlordNew Owner”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentby, or in lieu of judicial or nonjudicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall attorn pay to and recognize Successor Landlord as Tenant’s landlord under this Lease, and New Owner all rental payments required to be made by Tenant pursuant to the terms of the Lease for the remainder of the Lease term; (b) Tenant shall promptly execute and deliver any instrument that Successor Landlord may reasonably request be bound to evidence such attornment. Upon such attornment this Lease shall continue New Owner in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon accordance with all of the termsprovisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its landlord, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord to be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be: (a) be liable for any act or omission default of Landlord (any prior landlord under the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the extent such act or omission continues beyond the date when such Successor Landlord succeeds leased premises and New Owner fails to Landlord’s interest and Tenant gives cure same after receiving notice of such act or omission to Successor Landlord); thereof; (be) New Owner shall not be subject to any defense, claim, counterclaim, set-off offsets or offsets defenses which Tenant may have against Landlord; any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses are specifically set forth in the Lease and arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (cf) New Owner shall not be liable for any obligations of landlord arising under the Lease following any subsequent transfer of the title to the leased premises by New Owner; (g) New Owner shall not be bound by any prepayment of rent or additional rent which Tenant might have paid for more than one month’s Rent the then current rental period to any prior landlord; landlord (dincluding the Landlord), except to the extent actually received by New Owner; or (h) New Owner shall not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end amendment or modification of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit made without New Owner’s prior written consent; and (if anyi) from Landlord and has New Owner shall not applied or retained the same in accordance with ARTICLE 30 hereof; (e) be bound by or responsible for any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made security deposit not actually received by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentNew Owner.

Attornment. If If, and so long as this Lease is in full force and effect, then at the option of the mortgagee: (a) this Lease shall remain in full force, notwithstanding (i) a Mortgagee or Superior Lessor shall succeed default under the mortgage by Landlord, (ii) failure of Landlord to the rights of comply with this Lease, (iii) a defense to which Tenant might be entitled against Landlord under this Lease, whether through possession or foreclosure action (iv) any bankruptcy or delivery of a new lease or deed, then at the request of such party so succeeding similar proceedings with respect to Landlord’s rights , (“Successor Landlord”b) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentif any such mortgagee shall become possessed of the Premises, Tenant shall attorn be obligated to such mortgagee to pay to it the rentals and recognize Successor Landlord as Tenant’s landlord under this Lease, other charges due hereunder and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon thereafter comply with all the terms of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (yc) repairs if any mortgagee or purchaser, at a private or public sale shall become possessed of the Premises, Tenant shall, without charge, attorn to such mortgagee or purchaser as its landlord under this Lease. Tenant agrees that in the event Landlord is in default under this Lease, any mortgagee or trustee under a deed of trust of Landlord's interest in the Premises as shall be permitted (but not required) to enter the Premises for the purpose of correcting or remedying such default, and Tenant agrees to accept performance by such mortgagee or trustee in lieu of performance by Landlord. Tenant further agrees that, from and after written notice from Landlord of the name and address of any mortgagee or trustee, Tenant will deliver notice to any such mortgagee or trustee of a result of damage default by fire or other casualty or a partial condemnation pursuant to Landlord under the provisions Lease. Notwithstanding any provision of this Lease, but only to Tenant agrees that no termination of the extent that such repairs can reasonably be made from the net proceeds of Lease or abatement or reduction or rent or any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of other amounts under this Lease made without Successor shall be effective unless and until such mortgagee or trustee has received notice and fails within thirty (30) days of the date on which Landlord’s consent's cure period expires to cure the default of Landlord in question, or if the default cannot be cured within said thirty (30) days, fails to commence and diligently prosecute the cure of such default.

Attornment. If a Mortgagee the Lessee’s interest is transferred to and owned by Lessor, Administrative Agent or Superior any successor of Lessor or Administrative Agent (“Acquiring Party”) because of foreclosure or other proceedings brought by Lessor or Administrative Agent, or by any other manner, and Lessor or Administrative Agent succeeds to Lessee’s interest under the Sublease, Subtenant shall succeed be bound to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this LeaseAcquiring Party, and Acquiring Party shall promptly execute and deliver any instrument that Successor Landlord may reasonably request be bound to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon Subtenant under all of the terms, covenants and conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable of the Sublease for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (remaining term, including any extensions or renewals, with the same effect as if any) remaining at Acquiring Party were Lessee under the end Sublease. Subtenant agrees to attorn to Acquiring Party as the Lessee, with the attornment being effective and self-operative immediately upon Acquiring Party succeeding to the interest of Lessee under the Lease term Sublease, all without the execution by the parties of any further instruments. However, Subtenant shall not be obligated to pay rent to Acquiring Party until Subtenant receives written notice from Acquiring Party, together with evidence satisfactory to Subtenant, demonstrating that Acquiring Party has succeeded to Lessee’s interest under the Sublease and directing where rent should be mailed. The respective rights and obligations of Subtenant and Acquiring Party upon attornment, to the extent such Successor Landlord receives the remaining portion of the Security Deposit then-remaining balance of the term of the Sublease, shall be the same as in the Sublease, which is incorporated by reference in this Agreement. If Acquiring Party succeeds to Lessee’s interest in the Sublease, Acquiring Party shall be bound to Subtenant under all the terms, covenants and conditions of the Sublease, and Subtenant shall, after Acquiring Party’s succession to Lessee’s interest, have the same remedies against Acquiring Party for the breach of any agreement in the Sublease that Subtenant Exhibit C (if anyto Amended and Restated Lease) from Landlord and might have had against Lessee. The Acquiring Party shall have no obligation or liability to Subtenant for any obligations of Lessee under the terms of the Sublease which were owed or accruing prior to the date the Acquiring Party acquired Lessee’s interest, including without limitation, for acts or omissions of the Lessee, any default by the Lessee, offsets or defenses against the Lessee, advance rent, the refunding of any security deposit for which the Acquiring Party has not applied or retained received, the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds funding of any insurance construction obligations or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consenttenant improvements.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights interests of Landlord under this the Lease shall be ---------- transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant-shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, whether through possession or foreclosure action or delivery of a new lease or deedwith the same force and effect as if Successor Landlord were the landlord under the Lease, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant acknowledges that Landlord is (a) the assignee of the lessor"s interest in that certain Ground Lease dated June 11, 1963 ("Existing Ground Lease") for the land underlying the Building, and (b) the assignee of the lessee's interest in the Ground Lease. Upon expiration or termination of the Existing Ground Lease, Tenant will attorn to and continue to recognize Landlord as Tenant’s the landlord under this Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.2. Concurrently, upon written request from Tenant, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue provided Tenant is not in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord default under this Lease, and (y) repairs Landlord agrees to the Premises as use diligent, commercially reasonable efforts to obtain a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made Non-Disturbance Agreement from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by . Such Non-Disturbance Agreement may be embodied in the Mortgagee"s customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any modificationsuch Mortgagee, amendment or renewal of this Lease made without Successor Landlord’s consentLandlord shall have no further obligation to Tenant with respect thereto.

Attornment. If a at any time prior to the expiration or termination of this Lease, Superior Lessor or Superior Mortgagee or any person, or Superior Lessor shall succeed Lessor's or Superior Mortgagee's or such person's successors or assigns (Superior Lessor, Superior Mortgagee and any such peson or successor or assign succeeding to the rights of Landlord under this LeaseLease by reason of Landlord's default under a Superior Lease or Superior Mortgage being herein collectively referred to as "Successor Landlord") shall succeed, whether through possession or possession, surrender, assignment, subletting, foreclosure action or delivery of a new lease or deeddeed or otherwise, then to the rights of Landlord under this Lease by reason of Landlord's default under a Superior Lease or Superior Mortgage. Tenant agrees, at the election and upon request of any such party so succeeding to Landlord’s rights (“Successor Landlord”) and , as Tenant's Landlord under this Lease upon the then executory terms of this Lease; provided such Successor Landlord’s written agreement Landlord shall agree in writing to accept Tenant’s 's attornment. The foregoing provisions of this Section shall inure to the benefit of any such Successor Landlord, Tenant shall attorn apply notwithstanding that, as a matter of law, this Lease may terminate upon the terminationof the Superior Lease or the foreclosure of the Superior Mortgage, shall be self-operative upon any such demand, an no further instrument shall be required to and recognize give effort to said provisions. Tenant, however, upon demand of any such Successor Landlord as Tenant’s landlord under this LeaseLandlord, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section, satisfactory to any such attornmentSuccessor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant, such appointment being coupled with an interest. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between such Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in then executory terms of this Lease and shall be applicable after such attornment except that such Successor Landlord shall not be: be (ai) liable for any act previous act, omission or omission negligence of Landlord under this Lease; (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (bii) subject to any defense, claim, counterclaim, set-off defense or offsets offset which theretofore shall have accrued to Tenant may have against Landlord; ; (ciii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month’s Rent to any prior landlord; (d) bound 's rent, unless such modifiation or prepayment shall have been approved in writing by any obligation to make any payment to Tenant Superior Lessor or Superior Mortgagee through or by reason of which was required to be made prior the Successor Landlord shall have succeeded to the time rights of such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and ; (yiv) repairs liable for any security deposited pursuant to this Leaseunless such security has actually been delivered to Successor Landlord; (v) obligated to repair the Premises or the Building or any part thereof in the event of total or substantial damage, beyond such repair as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; (vi) obligated to repair the Premises or the Building or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any insurance or condemnation awards, respectively, award actually made available to such Successor Landlord, as consequential damages allocable to the part of the Premises or the Building not taken; or or (fvii) bound obligated toperform any work in order to prepare the Premises for Tenant's occupancy thereof. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any modificationsuch owner, amendment holder or renewal of this Lease made without Successor Landlord’s consentlessee.

Attornment. (a) Tenant acknowledges that it has notice that Landlord's interest under the Lease and the rents and all other sums due thereunder have been assigned to Lender as part of the security for the Note secured by the Mortgage. Notwithstanding anything to the contrary contained herein or in the Lease, in the event that Lender notifies Tenant of a default under the Mortgage and demands that Tenant pay its rent and all other sums due under the Lease to Lender, Tenant agrees that it shall pay its rent and all other sums due under the Lease to Lender, provided, however, that Tenant shall be provided written notice at least ten (10) days prior to Tenant's obligation to pay rent and other sums due under the Lease to Lender, and provided, further that in such event, upon the payment to Lender of such rent and other sums Landlord, subject to the provisions of subparagraph 3(c), shall remain liable to Tenant for the performance of Landlord's obligations under the Lease. All rents and other sums paid by Tenant to Lender shall be credited against Tenant's rental obligations under the Lease, and payment to Lender of rents and such other sums due under the Lease will be deemed to be payment to Lender of rents and such other sums due under the Lease will be deemed to be payment to Landlord for purposes of the Lease. Landlord joins in the execution of this Agreement for the purpose of, among other things, consenting to the provisions of this subparagraph 3(a). (b) If a Mortgagee Lender (or Superior Lessor its nominee or designee) shall succeed to the rights of Landlord under this Lease, whether the Lease through possession or foreclosure action or action, delivery of a new lease deed or deedotherwise, or another person purchases the Premises upon or following foreclosure of the Mortgage, then at the request of Lender (or its nominee or designee) or such party so succeeding to purchaser (Lender, its nominees and designees, and such purchaser, each being a "Successor-Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment"), Tenant shall attorn to and recognize Successor Successor-Landlord as Tenant’s 's landlord under this Lease, the Lease and shall promptly execute and deliver any instrument that Successor Successor-Landlord may reasonably request to evidence such attornment. Upon such attornment this attornment, the Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Successor-Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment the Lease, except that Successor Successor-Landlord shall not benot: (ai) be liable for any previous act or omission of Landlord (except to under the extent such act or omission continues beyond Lease; provided, however, that the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the foregoing provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.clause

Attornment. If a Mortgagee the Lessee’s interest is transferred to and owned by Lessor, Administrative Agent or Superior any successor of Lessor or Administrative Agent (“Acquiring Party”) because of foreclosure or other proceedings brought by Lessor or Administrative Agent, or by any other manner, and Lessor or Administrative Agent succeeds to Lessee’s interest under the Sublease, Subtenant shall succeed be bound to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this LeaseAcquiring Party, and Acquiring Party shall promptly execute and deliver any instrument that Successor Landlord may reasonably request be bound to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon Subtenant under all of the terms, covenants and conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable of the Sublease for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (remaining term, including any extensions or renewals, with the same effect as if any) remaining at Acquiring Party were Lessee under the end Sublease. Subtenant agrees to attorn to Acquiring Party as the Lessee, with the attornment being effective and self-operative immediately upon Acquiring Party succeeding to the interest of Lessee under the Lease term Sublease, all without the execution by the parties of any further instruments. However, Subtenant shall not be obligated to pay rent to Acquiring Party until Subtenant receives written notice from Acquiring Party, together with evidence satisfactory to Subtenant, demonstrating that Acquiring Party has succeeded to Lessee’s interest under the Sublease and directing where rent should be mailed. The respective rights and obligations of Subtenant and Acquiring Party upon attornment, to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord then-remaining balance of the term of the Sublease, shall be the same as in the Sublease, which is incorporated by reference in this Agreement. If Acquiring Party succeeds to Lessee’s interest in the Sublease, Acquiring Party shall be bound to Subtenant under all the terms, covenants and conditions of the Sublease, and Subtenant shall, after Acquiring Party’s succession to Lessee’s interest, have the same remedies against Acquiring Party for the breach of any agreement in the Sublease that Subtenant might have had against Lessee. The Acquiring Party shall have no obligation or liability to Subtenant for any obligations of Lessee under the terms of the Sublease which were owed or accruing prior to the date the Acquiring Party acquired Lessee’s interest, including without limitation, for acts or omissions of the Lessee, any default by the Lessee, offsets or defenses against the Lessee, advance rent, the refunding of any security deposit for which the Acquiring Party has not applied or retained received, the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds funding of any insurance construction obligations or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consenttenant improvements.

Attornment. If a Mortgagee (a) In the event that the Indenture Trustee acquires or Superior Lessor shall succeed succeeds to the rights interests of Landlord under this Lease, whether through possession or foreclosure action or delivery the Lease by reason of a new lease foreclosure, deed-in-lieu of foreclosure or deed, then at the request by exercise of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentsome similar doctrine, Tenant shall attorn be bound to and recognize Successor Landlord as Tenant’s landlord the Indenture Trustee, under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, covenants and conditions and covenants of the Lease, except as are set forth provided in this Agreement, for the balance of the term thereof remaining, with the same force and effect as if the Indenture Trustee were the landlord named in the Lease and Tenant does hereby agree to (i) attorn to the Indenture Trustee as its landlord on such terms, (ii) affirm its obligations under the Lease, and (iii) make payments of all sums thereafter becoming due under the Lease to the Indenture Trustee. Said attornment, affirmation and agreement is to be effective and self-operative (without the execution of any further instruments) upon the Indenture Trustee succeeding to the interests of Landlord under the Lease. (b) Tenant agrees to execute and deliver at any time, and from time to time, upon the request of Landlord, Indenture Trustee or any successor secured by the Deed of Trust, any instrument or certificate, as the case may be, deemed reasonably to be necessary or appropriate to evidence such attornment. (c) Tenant acknowledges that Landlord has made an assignment of the Lease (the "ASSIGNMENT") to Indenture Trustee as additional security for Landlord's obligations to Indenture Trustee, but Tenant agrees that the acceptance by Indenture Trustee of such Assignment does not constitute an assumption by Indenture Trustee of Landlord's obligations under the Lease, that Indenture Trustee is not bound to Tenant to perform Landlord's obligations under the Lease unless and until Indenture Trustee shall succeed to the position of Landlord by foreclosure of the Deed of Trust, deed in lieu or otherwise, and that in all events Indenture Trustee's liability (if any) to Tenant shall be applicable limited as provided in this Agreement. (d) From and after such attornment except that Successor Landlord attornment, Indenture Trustee, its nominee, such other holder (or its nominee), or purchaser, as the case may be, as Landlord, shall be bound to Tenant under all the terms, covenants and conditions of the Lease with the same force and effect as if originally entered between said parties; provided, however, Indenture Trustee, its nominee, such other holder (or its nominee) or purchaser, as the case may be, shall not be: (a1) liable bound by any base rental or additional rental or advance payment ("RENT") which Tenant paid for more than the current month to any act or omission of Landlord prior landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor including Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c2) bound by any prepayment of more than one month’s Rent Lease modification which was entered into without the Indenture Trustee's approval to any prior landlordthe extent required under the Indenture; (d3) bound by liable for any obligation security deposit paid to make any payment to Tenant which was required to be made prior Landlord not actually turned over to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereofIndenture Trustee; (e) bound by any obligation to perform any work Anything herein or to make improvements in the Lease to the Premises except for contrary notwithstanding, in the event that Indenture Trustee, by reason of an "Event of Default" as defined in the Deed of Trust, shall acquire title to the Demised Premises, Indenture Trustee shall have no obligation, nor incur any liability, beyond Indenture Trustee's then interest, if any, in the Trust Property (x) repairs including any title and maintenance required to be made by Landlord under this Leasecasualty insurance proceeds and condemnation awards), and (y) repairs Tenant shall look exclusively to such interest of Indenture Trustee, if any, in the Trust Property for the payment and discharge of any obligations which may be imposed upon Indenture Trustee hereunder or under the Lease. Tenant agrees that with respect to any money judgment that may be obtained or secured by Tenant against Indenture Trustee, Tenant shall look solely to the Premises as a result of damage estate or interest owned by fire Indenture Trustee in the Trust Property, and Tenant will not collect or other casualty or a partial condemnation pursuant attempt to the provisions of this Lease, but only to the extent that collect any such repairs can reasonably be made from the net proceeds judgment out of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal other assets of this Lease made without Successor Landlord’s consentIndenture Trustee.

Attornment. If a Mortgagee Upon the written request of any person or Superior Lessor shall succeed party succeeding to the rights interest of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall automatically become the tenant of and attorn to and recognize Successor Landlord as such successor in interest without any change in any of the terms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, except payments of security for the performance by Tenant of Tenant’s landlord 's obligations under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defenseoffset, claim, counterclaim, set-off defense or offsets which Tenant may have against damages arising out of a default or any obligations of any preceding Landlord; (c) . Neither Landlord's Mortgagee nor its successor in interest shall be bound by any prepayment amendment of more than one month’s Rent to any prior landlord; (d) bound this Lease entered into after Tenant has been given written notice of the name and address of Land1ord's Mortgagee and without the written consent of Landlord's Mortgagee or such successor in interest. The subordination, attornment and mortgagee protection clauses of this Article 16 shall be self-operative and no further instruments of subordination attornment or mortgagee protection need be required by any obligation Landlord's Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or consideration being payable to make any payment Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments as may be requested to confirm the same. Tenant which was required shall from time to be made prior to the time such Successor Landlord succeeded to Landlord’s interesttime, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from so requested by Landlord and has if doing so will not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs materially and maintenance required to be made by Landlord adversely affect Tenant's economic interests under this Lease, and (y) repairs join with Landlord in amending this Lease so as to the Premises as a result of damage by fire meet thee needs or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds requirements of any insurance lender that is considering making or condemnation awards, respectively, actually that has been made available to such Successor Landlord; or (f) bound a loan secured by all or any modification, amendment or renewal portion of this Lease made without Successor Landlord’s consentthee Complex.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights interests of Landlord under this the Lease shall be ---------- transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, whether through possession or foreclosure action or delivery of a new lease or deedwith the same force and effect as if Successor Landlord were the landlord under the Lease, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant acknowledges that Landlord is (a) the assignee of the lessor's interest in that certain Ground Lease dated June 11, 1963 ("Existing Ground Lease") for the land underlying the Building, and (b) the assignee of the lessee's interest in the Ground Lease. Upon expiration or termination of the Existing Ground Lease, Tenant will attorn to and continue to recognize Landlord as Tenant’s the landlord under this Lease. Tenant shall, within ten (10) business days after Landlord's written request, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.2. Concurrently, upon written request from Tenant, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue provided Tenant is not in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord default under this Lease, and (y) repairs Landlord agrees to the Premises as use diligent, commercially reasonable efforts to obtain a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made Non-Disturbance Agreement from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by . Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any modificationsuch Mortgagee, amendment or renewal of this Lease made without Successor Landlord’s consentLandlord shall have no further obligation to Tenant with respect thereto.

Attornment. If a Mortgagee or Superior Lessor shall succeed succeeds to the rights interest of Landlord under this Leasein the Lease by reason of foreclosure, whether through possession dispossession or foreclosure action other proceedings brought by Mortgagee, or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentby any other manner, Tenant shall attorn be bound to and recognize Successor Landlord as Tenant’s landlord Mortgagee under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, covenants and conditions and covenants as are set forth in this of the Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord thereof and has not applied or retained the same any extensions thereof effected in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to option therefor in the Premises except for (x) repairs Lease, with the same force and maintenance required to be made by Landlord effect as if Mortgagee were the landlord under this the Lease, and (y) repairs Tenant does hereby attorn to Mortgage as its landlord. Such attornment shall be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the Premises as a result interest of damage by fire Landlord under the Lease. In confirmation of such attornment, Tenant shall execute and deliver promptly any certificate or other casualty instrument which Mortgagee may request; provided, that Tenant shall be under no obligation to pay Minimum Rent, additional rent or a partial condemnation pursuant other sums payable under the Lease until Tenant receives written notice from Mortgagee that Mortgagee has succeeded to the provisions interest of this Landlord under the Lease or that Mortgagee has exercised any right under the Mortgage to collect such payments directly from Tenant. The respective rights and obligations of Tenant and Mortgagee upon such attornment shall be the same as set forth in the Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If any Permitted Leasehold Mortgagee succeeds to the interest of Tenant under this Lease by foreclosure of a Permitted Leasehold Mortgage or by a deed in lieu of foreclosure or otherwise, this Lease shall be recognized as a direct lease from Landlord to such Permitted Leasehold Mortgagee or Superior Lessor such Permitted Leasehold Mortgagee’s designee, and Landlord and the Permitted Leasehold Mortgage or its designee shall succeed each be bound to the other under all of the covenants, terms, conditions, and agreements of this Lease and any modifications or amendments thereof approved by the Permitted Leasehold Mortgagee in writing, during the remainder of the term thereof to the same extent as set forth therein, and with the same force and effect as if the Permitted Leasehold Mortgagee were the Tenant named in this Lease. Upon such attornment, Landlord shall waive all defaults by Tenant which occurred prior to the Permitted Leasehold Mortgagee gaining possession of the Premises. Landlord waives all notices, joinder and/or service of any and all foreclosure actions by the Permitted Leasehold Mortgagee with respect to the Premises, and of any actions at law by the Permitted Leasehold Mortgagee to gain possession of the Premises. It shall not be necessary, except as required by law, for the Permitted Leasehold Mortgagee to name Landlord as a party to enforce its rights under the Loan Documents, or to prosecute any action at law to gain possession of Landlord under the Premises. Notwithstanding anything to the contrary contained herein or in this Lease, whether through possession or foreclosure action or delivery Landlord hereby covenants and agrees that any Permitted Leasehold Mortgagee who succeeds to the interest of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute such Permitted Leasehold Mortgagee’s successors 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 asassigns, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: be (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (bi) subject to any defenseoffsets or defenses which Landlord might have as to the Tenant, claim, counterclaim, set-off (ii) required to pay Landlord rent or offsets additional rent or any rental period beyond the current rental period which Tenant may might have against paid to Landlord; , or (ciii) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was or required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work duty, obligation, covenant, term or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal agreement of this Lease made without Successor Landlord’s consentcontained in any amendments or modifications of this Lease which have not been approved by the Permitted Leasehold Mortgage.

Attornment. If a Mortgagee or Superior Lessor (a) Upon the occurrence of an Attornment Event, Subtenant shall succeed be bound to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, covenants and conditions and covenants of the Sublease (except as are set forth in this Lease paragraph 3 and shall be applicable after in subparagraph 5(b) below) for the balance of the term thereof and of any extensions or renewals thereof that are effected in accordance with the Sublease, with the same effect as if Landlord were the sublandlord under the Sublease, such attornment except to be effective as of the date that Successor such Attornment Event occurs (subject to the condition precedent set forth in paragraph 5(b)(iii) below), without the execution of any further agreement. However, Subtenant agrees, at its own expense, to execute and deliver, at any time and from time to time upon request of Landlord, any agreement that may reasonably be necessary or appropriate to evidence such attornment and the modification of the Sublease pursuant to paragraph 3 and subparagraph 5(b) hereof, or, at Landlord’s election, a direct lease with Landlord upon all of the terms of the Sublease as modified pursuant to paragraph 3 and subparagraph 5(b) hereof. Failure of Subtenant to so execute any such an agreement shall not be: (a) liable for vitiate such attornment. Subtenant waives the provisions of any act statute or omission rule of Landlord (except law now or hereafter in effect that may give it any right or election to terminate or otherwise adversely affect the extent Sublease or the obligations of Subtenant thereunder by reason of any proceeding in connection with such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord);Attornment Event. (b) subject Notwithstanding anything contained in this Agreement or the Sublease to the contrary, from and after the date that Subtenant is required to attorn to Landlord under this Agreement: (i) the fixed rent and additional rent under the Sublease shall be increased (but not decreased), from time to time, so that it is equal (after taking into account any defensecredits, claimoffsets, counterclaim, set-off deductions or offsets entitlements given to Subtenant) on a rentable square foot basis to the Annual Fixed Rent and Additional Rent (as such terms are defined in the Xxxxxxxxx) which Tenant may would have against Landlordbeen payable under the Xxxxxxxxx with respect to the Premises had the Attornment Event not otherwise occurred; (cii) bound by the Sublease shall be deemed further amended such that the terms and provisions thereof shall be restated to be the terms and provisions of the Xxxxxxxxx; except that (A) the premises and the length of term (including renewals, other than renewals which would extend beyond the then Expiration Date (as such term is defined in the Xxxxxxxxx)) shall remain as set forth in the Sublease, (B) the fixed rent and additional rent under the Sublease shall be as set forth in clause (i) hereof, if the same is applicable, or as set forth in the Sublease if clause (i) is not applicable, (C) any prepayment Special Lease Rights (as such term is defined in the Xxxxxxxxx) relative to the Sublease shall not be included in the Sublease as amended, and (D) if the Sublease contains one or more provisions which are more restrictive on Subtenant thereunder than the corresponding provision(s) of the Xxxxxxxxx is on Tenant thereunder, then such more than one month’s Rent restrictive Sublease provision shall continue to any prior landlord;be included in the Sublease as amended in lieu of the corresponding provision of the Xxxxxxxxx (unless such more restrictive provision was due solely to the lack of privity between the subtenant and Landlord); and (diii) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded as a condition precedent to Landlord’s interest, except for the repayment recognition of the balance Sublease and the attornment of the Security Deposit Subtenant hereunder, Subtenant shall, within ten (if any10) remaining at the end of the Lease term days after an Attornment Event, deliver to the extent such Successor Landlord receives the remaining portion of the Security Deposit either (if anyA) from proof reasonably satisfactory to Landlord that Subtenant has a net worth and has not applied or retained the same creditworthiness computed in accordance with ARTICLE 30 hereof; GAAP (eas such term is defined in the Xxxxxxxxx) bound by any obligation to perform any work or to make improvements at least equal to the Premises except for net worth and creditworthiness of Subtenant at the time of the execution and delivery of this Agreement or (xB) repairs and maintenance required a security deposit (or letter of credit) in an amount equal to be made by Landlord twelve (12) months of fixed rent under this Lease, and the Sublease (y) repairs as the same may have been increased to coincide with the Premises as a result of damage by fire or other casualty or a partial condemnation Annual Fixed Rent payable hereunder pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or clause (fi) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentabove).

Attornment. If a Mortgagee or Superior Lessor shall succeed to The final, basic element of an SNDA is the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlordtenant’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord the lender (or another party acquiring the property in connection with a foreclosure or deed in lieu thereof) as Tenant’s its landlord under this Leasethe lease. As discussed in more detail below, the tenant will seek to preserve as much of the benefit of its bargain with the original landlord as possible, while the lender will seek to limit certain of landlord’s obligations and shall promptly execute and deliver any instrument that Successor liabilities under the lease. A balanced attornment provision might read like this: “If the interests of Landlord may reasonably request to evidence such attornment. Upon such attornment this under the Lease shall continue in full force and effect asbe transferred by reason of the exercise of any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Lender takes possession of the Property pursuant to any provisions of the Mortgage or otherwise, Tenant thereafter shall be bound to Purchaser (hereinafter defined) or Lender, as if it werethe case may be, a direct lease between Successor Landlord and Tenant upon under all of the terms, covenants and conditions and covenants as are set forth in this of the Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Purchaser or Lender were landlord under the Lease, and Tenant does hereby attorn to Purchaser or Lender, as the case may be (if any) it takes title to or possession of the Property), as landlord under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Xxxxxxxxx to the interest of Landlord under the Lease or the taking of title to or possession of the Property by Xxxxxx. Nevertheless, Tenant shall, from time to time at no cost to Tenant, execute and deliver such instruments evidencing such attornment as Purchaser or Lender may reasonably require. The respective rights and obligations of the Purchaser, Lender and Tenant upon such attornment, to the extent of the then remaining at balance of the end term of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained any extensions and renewals, shall be and are the same as now set forth in accordance with ARTICLE 30 the Lease except as otherwise expressly provided in Section __ hereof; (e) bound by . As used herein, the term “Purchaser” means any obligation to perform any work or to make improvements to person acquiring the Premises except for (x) repairs and maintenance required to be made by interest of Landlord under this Lease, and (y) repairs to the Premises Lease as a result of damage by fire any foreclosure or other casualty action or a partial condemnation pursuant to proceeding in the provisions nature of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds foreclosure or by way of any insurance deed in lieu of any such action or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentproceeding.”

Attornment. If a Mortgagee or Superior Lessor shall succeed Subject to the rights terms of Landlord the Bloomberg SNDA (which shall supercede any conflicting provisions of this Section), each Modified Lease entered into from and after the date hereof shall provide that in the event of the enforcement by Lender of any remedy under the Loan Agreement or this LeaseSecurity Instrument, whether through possession or foreclosure action or delivery of a new lease or deedBloomberg under such Lease shall, then at the request option of Lender or of any other Person succeeding to the interest of Lender as a result of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentenforcement, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, Lender or to such Person and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence recognize Lender or such attornment. Upon successor in the interest as lessor under such attornment this Lease without change in the provisions thereof; provided, however, Lender or such successor in interest shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall not: (1) be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any previous act or omission of Landlord (Borrower under the Bloomberg Lease except to the extent that such act or omission continues beyond first arises under the Bloomberg Lease from and after the date when that Successor-Landlord (as such Successor Landlord term is defined in the Bloomberg Lease) succeeds to Landlord’s the interest and Tenant gives of Borrower; (2) be subject to any off-set, credit, defense or counterclaim which shall have theretofore accrued to Bloomberg against Borrower; (3) be bound by (a) any modification of the Bloomberg Lease entered into without Lender's consent after Bloomberg has, subject to the terms of Section 6 of the Bloomberg SNDA, received written notice of such act Lender's existence, address and relation to Borrower, or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any previous prepayment of rent or additional rent for more than one month’s Rent (1) month which Bloomberg might have paid to any prior landlord; Borrower other than as required by the terms of the Bloomberg Lease; (d4) be bound by any obligation to make any payment payments to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, Bloomberg except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent that such Successor obligation first arises under the Bloomberg Lease from and after the date that Successor-Landlord receives succeeds to the remaining portion interest of the Security Deposit Borrower; and (if any5) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) be bound by any obligation to perform any work or to make improvements to the Premises Commercial Units, except for (xi) repairs and maintenance required pursuant to be made by Landlord under this the provisions of Articles 4, 5 and 6 of the Bloomberg Lease, the need for which repairs and maintenance first arises after the date upon which Lender is entitled to possession of the Commercial Units, (yii) repairs to the Premises Commercial Units or any part thereof as a result of damage by fire or other casualty or a partial condemnation pursuant to Article 10 of the provisions of this Bloomberg Lease, but only to the extent that such repairs can be reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or Lender (fwith the understanding, however, that (I) nothing contained in this clause (ii) limits Bloomberg's rights to terminate the Bloomberg Lease after the occurrence of a fire or other casualty under Section 10.1(B) of the Bloomberg Lease, and (II) Lender shall have the right to avoid being so bound by Borrower's covenant to rebuild the Landlord Restoration Items (as such term is defined in the Bloomberg Lease) after the occurrence of a fire or other casualty (regardless of the availability of insurance proceeds therefor) only by giving notice to Bloomberg of the election of Lender not to so rebuild earlier than the later to occur of (X) the date that Lender is required to give the Casualty Statement (as such term is defined in the Bloomberg Lease) for such fire or other casualty to Bloomberg, and (Y) the thirtieth (30th) day after the date that Lender succeeds to the interest of Borrower under the Bloomberg Lease), and (iii) repairs to the Commercial Units as a result of a partial condemnation pursuant to Article 11 of the Bloomberg Lease, but only to the extent that such repairs can be reasonably made from the net proceeds of any modificationaward made available to Lender (with the understanding that nothing contained in this clause (iii) shall limit Bloomberg's right to terminate the Bloomberg Lease after the occurrence of a complete or partial condemnation under Section 11.1 of the Bloomberg Lease). Bloomberg, amendment upon the reasonable request by Lender or renewal of this Lease made without Successor Landlord’s consentsuch successor in interest, shall execute and deliver an instrument or instruments confirming such attornment.

Attornment. If a Mortgagee or Superior Lessor shall succeed If, and so long as this Lease is in full force and effect, then, subject to the rights terms of the applicable SNDA: (a) this Lease shall remain in full force, notwithstanding (i) a default under the mortgage by Landlord, (ii) failure of Landlord to comply with this Lease, provided such mortgagee cures such non-compliance within the time requirements set forth in the SNDA, (iii) a defense to which Tenant might be entitled against Landlord under this Lease, whether through possession subject to the duty of the mortgagee to remedy, cure or foreclosure action mitigate, all if and to the extent provided in the SNDA or delivery of a new lease (iv) any bankruptcy or deed, then at the request of such party so succeeding similar proceedings with respect to Landlord’s rights , if and to the extent provided in the SNDA; (“Successor Landlord”b) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentif any such mortgagee shall become possessed of the Premises, Tenant shall be obligated to such mortgagee to pay to it the rentals and other charges due hereunder and thereafter comply with all the terms of this Lease so long as all Landlord defaults have been cured as required herein, if and to the extent provided in the SNDA and (c) if any mortgagee or purchaser, at a private or public sale shall become possessed of the Premises, Tenant shall, without charge, attorn to such mortgagee or purchaser as its landlord under this Lease so long as all Landlord defaults have been cured as required herein, if and recognize Successor to the extent provided in the SNDA. Tenant agrees that in the event Landlord as Tenant’s landlord is in default under this Lease, and any mortgagee or trustee under a deed of trust of Landlord's interest in the Premises shall promptly execute and deliver any instrument that Successor Landlord may reasonably request be permitted (but not required) to evidence enter the Premises for the purpose of correcting or remedying such attornment. Upon such attornment this Lease shall continue in full force and effect asdefault, or as if it were, a direct lease between Successor Landlord and Tenant upon all agrees to accept performance by such mortgagee or trustee in lieu of the termsperformance by Landlord, conditions if and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act timely performed as provided in the SNDA. Tenant further agrees that, from and after written notice from Landlord of the name and address of any mortgagee or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and trustee, Tenant gives will contemporaneously deliver notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off such mortgagee or offsets which Tenant may have against Landlord; (c) bound by any prepayment trustee of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made a default by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If a Mortgagee the Lease or Superior Lessor shall succeed Sublandlord's right to possession thereunder terminates for any reason prior to expiration of the rights of Landlord under this LeaseSublease, whether through possession or foreclosure action or delivery of a new lease or deedSubtenant agrees, then at the request written election of such party so succeeding Landlord, to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to Landlord upon the then executory terms and recognize Successor conditions of the Sublease for the remainder of the term of the Sublease. In the event of any such election by Landlord, Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver will not be (a) liable for any instrument that Successor Landlord may reasonably request rent paid by Subtenant to evidence such attornment. Upon such attornment this Lease shall continue Sublandlord more than one month in full force and effect asadvance, or as if it wereany security deposit paid by Subtenant to Sublandlord, a direct lease between Successor unless same has been transferred to Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: by Sublandlord; (ab) liable for any act or omission of Landlord (except Sublandlord under the Lease, Sublease or any other agreement between Sublandlord and Subtenant or for any default of Sublandlord under any such documents which occurred prior to the extent such act or omission continues beyond effective date of the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); attornment; (bc) subject to any defense, claim, counterclaim, set-off defenses or offsets which Tenant that Subtenant may have against Landlord; (c) bound by any prepayment Sublandlord which arose prior to the effective date of more than one month’s Rent to any prior landlord; the attornment; (d) bound by any obligation to make any payment to Tenant which was required to be changes or modifications made prior to the time such Successor Landlord succeeded Sublease without the written consent of Landlord; (e) obligated in any manner with respect to Landlord’s interestthe transfer, except delivery, use or condition of any furniture, equipment or other personal property in the Sublet Premises which Sublandlord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the Subtenant during the term of the Sublease; or (f) liable for the repayment payment of any improvement allowance, or any other payment, credit, offset or amount due from Sublandlord to Subtenant under the balance Sublease. If Landlord does not elect to have Subtenant attorn to Landlord as described above, the Sublease and all rights of Subtenant in the Security Deposit (if any) remaining at Sublet Premises shall terminate upon the end date of termination of the Lease term or Sublandlord’s right to possession thereunder. It is all parties' expressed intent that, should the Lease terminate for any reason whatsoever, including the voluntary surrender of same by Sublandlord and the acceptance thereof by Landlord, then the Sublease shall terminate. This provision is entered into with full knowledge of the case of Xxxxxxx x. Xxxxxx (1912) 19 Xxx.Xxx. 755, and it is the parties' express intent that the holding of Xxxxxxx and similar cases shall not apply to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions Sublease. The terms of this Lease, but only to Section 9 supercede any contrary provisions in the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentSublease.

Attornment. If a Mortgagee or Superior Lessor shall succeed All subleases entered into by Tenant will be subject to the rights all terms and conditions of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornmenteach sublease will specifically state this fact. Upon such attornment If this Lease shall continue in full force terminates for any reason, all Sublessees will recognize County as the successor to Tenant under their respective subleases, and effect as, or will render performance thereunder to County as if it werethe sublease were executed directly between County and the Sublessees; provided, however, County agrees that, upon such termination, so long as a direct lease between Successor Landlord Sublessee has entered into an approved form sublease and Tenant upon is not in default under its sublease, County agrees to be bound by all of the termsterms and conditions of each such sublease. All subleases entered into by Tenant will contain the following provision: If the underlying Lease and the leasehold estate of tenant thereunder is terminated for any reason, Sublessee will attorn to the County and recognize County as lessor under this sublease; provided, however, County agrees that so long as Sublessee has entered into an approved form sublease and the Sublessee is not in default under the sublease, County agrees to be bound by all the terms and conditions and covenants as are set forth in of this sublease. In the event this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable is terminated for any act or omission reason, all Sublessees will be liable to County for their payment of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest rents and Tenant gives notice of such act or omission to Successor Landlord); (b) fees and will be subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment all the provisions and terms contained in their subleases. In the event of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment a termination of the balance of the Security Deposit (if any) remaining at the end of the this Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire the default of Tenant hereunder, County hereby agrees that any sublease or other casualty occupant of the Improvements now or hereafter located on the Premises shall not be disturbed so long as any such sublease or other occupant is not then in default under the terms of the applicable sublease or other agreement after the expiration of applicable notice and cure periods. At Tenant’s request, County hereby agrees to provide a partial condemnation pursuant non-disturbance agreement in the form attached hereto as Exhibit F to the provisions any such subtenant or occupant within five (5) business days of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentwritten request therefor.

Attornment. If To induce Prime Landlord to consent to this Sublease, Subtenant agrees that if Prime Landlord shall recover or come into possession of the Premises before the expiration of the Prime Lease, Prime Landlord shall have the right to take over this Sublease and to have it become a Mortgagee or Superior Lessor direct lease with Prime Landlord on the terms set forth in the Sublease Consent in which case Prime Landlord shall succeed to all the rights of Landlord under Sublandlord hereunder. This Sublease shall be subject to the condition that, notwithstanding anything to the contrary in this Sublease, from and after the termination of the Prime Lease, whether through possession or foreclosure action or delivery of a new lease or deedSubtenant shall waive any right to terminate this Sublease and, then at the request of such party so succeeding to Prime Landlord’s rights (“Successor Landlord”) election, Subtenant shall be bound to Prime Landlord for the balance of the term hereof and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord Prime Landlord, as Tenant’s landlord its sublandlord, under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the termsthen executory terms of this Sublease, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Prime Landlord shall not be: (ai) be liable for any act previous act, omission, or omission negligence of Landlord Sublandlord, (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (bii) be subject to any defense, claim, counterclaim, set-off defense or offsets offset not expressly provided for or incorporated into this Sublease, which Tenant may have against Landlord; theretofore accrued to Subtenant, (ciii) be bound by any modification or amendment of this Sublease or by any prepayment of more than one month’s Base Rent to any prior landlord; and Additional Rent which shall be payable as provided in this Sublease, unless such modification or prepayment shall have been approved in writing by Prime Landlord or (div) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation obligated to perform any repairs or other work or to make improvements to in the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor beyond Prime Landlord’s consentobligations under the Prime Lease. Subtenant shall execute and deliver to Prime Landlord any instruments Prime Landlord may reasonably request to evidence and confirm such attornment. Subtenant shall be deemed to have given a waiver of subrogation of the type provided for in the Prime Lease.

Attornment. If a Mortgagee Beneficiary, by its acceptance of this Deed of Trust, hereby acknowledges and agrees that the liens granted herein are or Superior Lessor shall succeed will be subject to the rights of Landlord certain lessees under: (i) certain Leases in existence on the date hereof; (ii) Leases entered into by Trustor after the date hereof provided that Trustor obtains the written consent of Beneficiary prior to entering into such Leases; and (iii) Leases entered into by Trustor after the date hereof without the consent of Beneficiary provided that such Lease is a Permitted Lien (each of the Leases described in clauses (i) (ii) and (iii), a “Permitted Lease”). The rights of the tenants under this the Permitted Leases shall not be adversely affected by the exercise by Beneficiary of any of its rights hereunder, nor shall any such tenant be in any way deprived of its rights under the applicable Permitted Lease except in accordance with the terms of such lease. In the event that Beneficiary succeeds to the interest of Trustor under a Permitted Lease, whether through possession such Permitted Lease shall not be terminated or foreclosure affected thereby except as set forth therein, and any sale of the applicable leased premises by Beneficiary or pursuant to the judgment of any court in an action or delivery to enforce the remedies provided for in this Deed of a new lease or deed, then at Trust shall be made subject to such Permitted Lease and the request rights of such party so succeeding tenant expressly set forth thereunder. If Beneficiary succeeds to Landlord’s rights (“Successor Landlord”) the interests of Trustor in and upon Successor Landlord’s written agreement to accept Tenant’s attornmentthe applicable leased premises or under such Permitted Lease or enters into possession of such leased premises, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Leasethe Beneficiary, and such tenants, shall promptly execute and deliver any instrument that Successor Landlord may reasonably request be bound to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon each other under all of the express terms, covenants and conditions of such Permitted Lease, as if the Beneficiary was originally the Trustor as lessor thereunder, provided, however, that Beneficiary or its successors and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord assigns, shall not be: be (ai) subject to any credits, offsets, defenses or claims which such tenant might have against Trustor; (ii) liable for any act or omission of Landlord (except Trustor or for any indemnity, of whatever nature, by Trustor pursuant to any provision contained in such Permitted Lease with respect to any event occurring prior to the extent such act date that Beneficiary or omission continues beyond its successor or assign shall acquire the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); leased premises; (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (ciii) bound by any prepayment of more than one month’s Rent covenant to undertake or complete any prior landlord; construction in connection with the leased premises or to pay any sums in connection therewith; or (div) bound by any obligation to make any payment to Tenant which was required to be made prior account for any security deposit other than any security deposit actually delivered to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied Beneficiary or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work its successor or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentassign.

Attornment. If a Mortgagee or Superior Lessor shall succeed Tenant understands and hereby acknowledges that the Landlord herein is the lessee under the Master Lease and that this Lease is subject and subordinate to such Master Lease and any amendments thereto. Tenant covenants and agrees that if, by reason of any default upon the rights part of the Landlord herein as lessee under this such Master Lease, whether through possession the Master Lease is terminated by summary proceedings, voluntary agreement or foreclosure action as otherwise permitted or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentrequired by law, Tenant shall attorn to and recognize Successor Landlord the lessor under such Master Lease as Tenant’s 's landlord under this Lease. The provisions of this Section 13.02 are automatically effective without the necessity of further action by Tenant, and shall promptly Landlord or the lessor under the Master Lease. Tenant agrees to execute and deliver at any time, upon request of Landlord or of the lessor under the Master Lease or of any person. firm or corporation which shall succeed to the interest of Landlord or of such lessor, an instrument that Successor Landlord may reasonably request to evidence such attornment. Upon Tenant waives the provisions of any law now or hereinafter in effect or any other provision of this Lease which may give Tenant any right of election to terminate this Lease or to surrender possession of the leased premises in the event that any proceeding is brought by the lessor under such attornment Master Lease to terminate such Master Lease or in the event that any proceeding is brought by any mortgagee to foreclose any mortgage affecting the fee title to, or Landlord's interest in, the leased premises or the Master Lease. In the event any proceedings are brought for the foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure of, or in the event of exercise of the power of sale under any mortgage made by Landlord covering the leased premises, or in the event Landlord sells, conveys or otherwise transfers its interest in the Shopping Center or any portion thereof containing the leased premises, this Lease shall continue remain in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the termshereby attorns to, conditions and covenants as are set forth and agrees to execute an instrument in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except writing reasonably satisfactory to the extent new owner whereby Tenant attorns to such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s successor in interest and Tenant gives notice of recognizes such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to successor as the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If a Mortgagee For the purposes of this Section, the term "Successor ---------- Landlord" shall mean the Superior Lessor or Superior Lessor shall succeed 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, then or any third party that succeeds to the rights of Landlord under this Lease by virtue of having purchased the Land and the Building at the request of such party so succeeding to Landlord’s rights (“a foreclosure sale. The Successor Landlord”) and upon Successor Landlord’s written agreement to Landlord shall accept Tenant’s 's attornment, assume Landlord's obligations under the Lease, and shall not disturb Tenant's quiet possession of the Premises. Tenant shall attorn to and recognize such Successor Landlord as Tenant’s landlord 's Landlord under this Lease, Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that the Successor Landlord shall not be: not: (ai) be liable for any previous act or omission of Landlord (under this Lease except to that Tenant may terminate the extent such act or omission continues beyond Lease if the date when such Successor Landlord succeeds fails to cure any continuing breach of this Lease caused by the Landlord’s interest and Tenant gives notice 's prior acts or omissions within a reasonable period of such act or omission to Successor Landlord); time; (bii) be subject to any defenseoffset, claim, counterclaim, set-off deficiency or offsets defense which theretofore shall have accrued to Tenant may have against Landlord; ; (ciii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month’s Rent to any prior landlord; (d) bound 's Base Rent, unless such modification or prepayment shall have been expressly approved in writing by any obligation to make any payment the Superior Lessor or the Superior Mortgagee whose name and address shall previously have been furnished to Tenant and through or by reason of which was required to be made prior the Successor Landlord shall have succeeded to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment right of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and ; (yiv) repairs to be liable for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises as a result required under this Lease, or any expansion or rehabilitation of damage by fire existing improvements upon the Premises, or other for restoration of improvements following any casualty not required to be insured under this Lease or a partial condemnation pursuant for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (v) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in the provisions 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, but only ; or (vi) be liable for the return of any security deposit which was not actually transferred to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights interests of Landlord under this the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, whether through possession or foreclosure action or delivery of a new lease or deedwith the same force and effect as if Successor Landlord were the landlord under the Lease, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease such Successor Landlord, as its landlord, said adornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord’s succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue provided Tenant is not in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord default under this Lease, and (y) repairs Landlord agrees to the Premises as use diligent, commercially reasonable efforts to obtain a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made Non-Disturbance Agreement from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by . Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any modificationsuch Mortgagee, amendment or renewal of this Lease made without Successor Landlord’s consentLandlord shall have no further obligation to Tenant with respect thereto.

Attornment. 3.1 If a (a) Mortgagee or Superior Lessor shall succeed any other purchaser of the Property becomes the owner of the Property by reason of the 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 (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 rights Lease in accordance with the terms of Landlord under this the Lease, whether through possession then upon Purchaser’s acquisition of the Property, the Lease shall not be terminated or foreclosure action or delivery of a new lease or deedaffected by Purchaser’s acquisition, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease but shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord Purchaser and Tenant upon all of the terms, covenants and conditions and covenants as are set forth in this Lease the Lease. Tenant agrees to attorn to Purchaser, and Purchaser, by virtue of acquiring the Property, shall be applicable after deemed to have agreed to accept such attornment except 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 Successor Landlord Purchaser shall not be: (a) 3.2.1 liable for the failure of any act prior landlord (any such prior landlord, including Borrower and Borrower’s successors-in-interest, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease that accrued prior to the date on which Purchaser became the owner of the Property, but this limitation of liability does not limit Purchaser’s obligations under the Lease to correct any conditions that (i) existed as of the date Purchaser became the owner of the Property, (ii) violate Purchaser’s obligations as landlord under the Lease, and (iii) Purchaser received written notice of such condition and had the opportunity to cure the same pursuant to the terms and conditions of Section 5 of this Agreement; 3.2.2 subject to any offsets or omission other monetary obligations, defenses, abatements, or counterclaims that have accrued in favor of Tenant against any Prior Landlord prior to Purchaser’s acquisition of the Property; 3.2.3 liable for the return of security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless Purchaser actually receives such security deposits from a Prior Landlord; 3.2.4 bound by any payment of rents, additional rents or other sums Tenant may have prepaid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser and (ii) such prepayment was expressly approved by Purchaser in writing; 3.2.5 bound by any agreement terminating the Lease or any voluntary surrender of the 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 act termination or omission continues beyond surrender right is expressly contemplated by the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord)Lease; (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) 3.2.6 bound by any prepayment amendment or modification of more than one monththe Lease made without Mortgagee’s Rent to any or Purchaser’s prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made written consent prior to the time such Successor Landlord Purchaser succeeded to LandlordBorrower’s interest, except interest in the Property; 3.2.7 responsible for the repayment making of the balance of the Security Deposit (if any) remaining at the end of the Lease term repairs in or to the extent such Successor Landlord receives Property in the remaining portion case of the Security Deposit (if any) from Landlord and has not applied damage or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements destruction to the Premises except for (x) repairs and maintenance required Property or any part thereof due to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions by reason of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds condemnation; 3.2.8 bound by any representations or warranties of any insurance or condemnation awards, respectively, actually made available to such Successor Prior Landlord; or (f) 3.2.9 bound by any modificationindemnity or defense obligations of any Prior Landlord to the extent such obligation accrued prior to the time Purchaser succeeded to Borrower’s interest in the Property. In the event that any liability of Purchaser arises pursuant to this Agreement or under the Lease, amendment or renewal 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. Notwithstanding the foregoing, such limitation on Purchaser’s liability shall not prohibit Tenant from pursuing such claims and causes of this Lease made without Successor Landlord’s consentaction against Borrower for the full amount of any applicable losses and damages.

Attornment. If a any Fee Mortgagee, or any of its successors or assigns, or any other person claiming by or through any such Fee Mortgagee or Superior Lessor by or through any foreclosure proceeding of any such Fee Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession such Fee Mortgagee or foreclosure action or delivery other person shall accept this Lease and recognize Tenant as the holder of a new lease or deedall of the rights of Tenant hereunder, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord such successor as Tenant’s 's landlord under this Lease, and such successor and Tenant shall promptly execute and deliver at any time any instrument that Successor Landlord may be reasonably request necessary to evidence such acceptance and attornment. In addition, any Fee Mortgage shall provide that in the event that the Fee Mortgagee thereunder shall succeed to the rights of Landlord under this Lease pursuant to foreclosure, deed in lieu of foreclosure or other proceedings, such Fee Mortgagee shall recognize all Tenancy Agreements which were in effect immediately prior to such foreclosure or other proceedings pursuant to their terms, including any covenant of quiet enjoyment contained in such Tenancy Agreements, so long as the particular Resident is not in default beyond any applicable cure period set forth in its Tenancy Agreements. Upon such attornment attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord Tenant and Tenant such successor Landlord, upon and subject to all of the then executory terms, covenants and conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the . The provisions of this Lease, but only to the extent that such repairs can reasonably Section 7.01(b) shall be made from the net proceeds self-operative and no instrument of any insurance such attornment shall be required or condemnation awardsneeded by the holders of any such Fee Mortgage. In confirmation of any such attornment, respectivelyTenant shall, actually made available to at Landlord's request or at the request of any such Successor Landlord; or (f) bound Fee Mortgagee, promptly execute and deliver such further instruments as may be reasonably required by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentsuch Fee Mortgagee.

Attornment. If a Mortgagee or Superior Lessor shall succeed Notwithstanding anything to the rights of Landlord under contrary set forth in this LeaseArticle 22, whether through possession Xxxxxx agrees to attorn to any person, firm or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights corporation (“Successor Landlord”) and upon purchasing or otherwise acquiring Landlord’s interest in the Project, the Building or the Premises or any portion thereof at any sale or other proceeding or pursuant to the exercise of any rights, powers, or remedies under any Mortgage as if such Successor Landlord had been named as Landlord herein, it being intended hereby that if this Lease shall be terminated, cut off or otherwise defeated by reason of any act or actions by any Mortgagee, then, at the option of the Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect aseffect. Upon demand, from time to time, Xxxxxx shall execute, acknowledge and deliver to Landlord any instruments and certificates necessary or as proper to further evidence the subordination and/or attornment provided for in this Article 22 or, if it wereLandlord so elects, to render any Mortgage subordinate to this Lease or to any or all rights of Tenant hereunder, and the failure of Tenant to execute, acknowledge and deliver such instruments and certificates shall constitute a direct lease between Successor Landlord and material default hereunder. Tenant upon all further waives the provisions of the termsany current or future statute, conditions and covenants as are set forth in rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and shall be applicable after such attornment except the obligations of Tenant hereunder in the event of a foreclosure proceeding or a sale in lieu of foreclosure and agrees that Successor Landlord this Lease shall not be: (a) liable for be affected in any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound way whatsoever by any prepayment such proceeding or sale. Tenant hereby irrevocably appoints Landlord as Xxxxxx’s attorney-in-fact to execute and deliver any documents provided herein for and in the name of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time Tenant, and such Successor Landlord succeeded to Landlord’s power, being coupled with and interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentis irrevocable.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights interests of Landlord under this the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, whether through possession or foreclosure action or delivery of a new lease or deedwith the same force and effect as if Successor Landlord were the landlord under the Lease, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord’s succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue provided Tenant is not in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord default under this Lease, and (y) repairs Landlord agrees to the Premises as use diligent, commercially reasonable efforts to obtain a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made Non-Disturbance Agreement from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by . Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of Subordination and Non-Disturbance Agreement. If after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any modificationsuch Mortgagee, amendment or renewal of this Lease made without Successor Landlord’s consentLandlord shall have no further obligation to Tenant with respect thereto.

Attornment. If Tenant hereby agrees that in the event of a Mortgagee foreclosure sale or Superior Lessor shall succeed deed in lieu of foreclosure, Tenant will and hereby does attorn to the rights foreclosure successor so that the Lease and the relationship of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of shall exist between such foreclosure successor and Tenant; provided, however, that if the termsforeclosure successor is Lender, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord its successor or assigns, Lender shall not be: (a) a. liable for any act or omission of Landlord any prior landlord (including the Borrower) except to the extent such act or omission continues beyond for any defaults of any prior landlord (including Borrower) which are continuing as of the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act foreclosure or omission to Successor Landlord);deed in lieu of foreclosure; or (b) b. subject to any defense, claim, counterclaim, set-off offsets or offsets defenses which Tenant may might have against Landlord;any prior landlord (including the Borrower) except for any offsets or defenses which have accrued prior to the date of foreclosure or deed in lieu of foreclosure; or (c) c. bound by any prepayment of rent or additional rent which Tenant might have paid for more than one month’s Rent the current month to any prior landlord;landlord (including the Borrower); or (d) d. liable for repayment of any security deposit not actually paid to Lender; or e. bound by any obligation amendment or modification of the Lease made without Lender’s prior written consent except as provided in Section 7 hereof; or f. bound by any provision in the Lease which obligates the Landlord to construct or complete any building or structure or to make any payment improvements or to Tenant which was required perform any other construction work (including any work necessary to be made prior to prepare the time such Successor Landlord succeeded to LandlordPremises for Tenant’s interestoccupancy), except for maintenance and/or repair obligations under the repayment terms of the balance of the Security Deposit Lease (if any) remaining at the end and except Borrower’s obligations under Section 3.1 of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof;Lease; or (e) g. bound by any obligation purchase option or right of first refusal to perform any work or to make improvements purchase contained in the Lease, if any, with respect to the Premises except for (x) repairs or the Property or any part thereof. Such attornment shall be deemed effective and maintenance required to be made by Landlord under this Lease, and (y) repairs self-operative without the necessity of executing any further instrument immediately upon the Lender’s or foreclosure successor’s succession to the Premises as a result interest of damage by fire or other casualty or a partial condemnation pursuant Borrower to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentProperty.

Attornment. If a Mortgagee or Superior Lessor shall succeed to In the rights event of Landlord under this Leaseforeclosure of the Lease now provided thereunder, whether through possession or foreclosure action or delivery it is agreed that notwithstanding the subordination of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentLease provided for herein, Tenant shall attorn to Lender or Purchaser and recognize Successor Landlord Lender or Purchaser as Tenant’s landlord under this the Lease, and so long as Tenant is in possession of the premises demised under the Lease and is not in default under any of the terms, covenants and conditions of the Lease beyond any applicable grace or cure period, Lender or Purchaser shall promptly execute recognize and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this accept Tenant as its tenant thereunder, whereupon the Lease shall continue continue, without further agreement (but with prior notice to Tenant of the identity and notice information of the new Landlord, which notice shall be binding on the prior Landlord without Tenant having the obligation to verify the accuracy of such notice), in full force and effect as, or as if it were, a direct lease between Successor Landlord Lender or Purchaser and Tenant for the remaining term thereof, together with all extensions and renewals now provided thereunder, upon all of the same terms, covenants and conditions as therein provided, subject to the provisions contained in Section 4 and covenants Section 8 below, and Tenant shall thereafter make all rent payments directly to either Lender or Purchaser, as are set forth the case may be, subject to the limitations and other provisions contained in this Lease Section 4 and Section 8 below. Landlord hereby agrees that such payments shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except satisfy Tenant’s rent obligations to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission payments made to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Lender. Landlord hereby irrevocably authorizes and directs Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment the foregoing payments to Tenant which was required Lender upon such notice and demand without the need to be made prior inquire of Landlord as to the time validity of such Successor notice or any contrary notice or direction from Landlord, and hereby releases and discharges Tenant of and from all liability to Landlord succeeded on account of any such payments. Such attornment as provided herein shall be self-operative without further aid or execution of further instruments by parties to Landlord’s interestthis Agreement, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term immediately upon Lender or Purchaser succeeding to the extent such Successor Landlord receives the remaining portion interest of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this the Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights interests of Landlord under this the Lease shall be ----------- transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, whether through possession or foreclosure action or delivery of a new lease or deedwith the same force and effect as if Successor Landlord were the landlord under the Lease, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s 's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and shall promptly execute and deliver Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect asMortgagee, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any no further obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentrespect thereto.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument Lessee agrees that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect asnot be terminable by Lessee by reason of any foreclosure of a Mortgage, or as if it were, a direct lease between Successor Landlord and Tenant upon all nor by reason of the termsinstitution of any suit, conditions action, summary or other proceeding against Lessor or any foreclosure proceeding brought by a Mortgagee to recover possession of the Property by operation of law or otherwise and covenants as are set forth that the same shall not result in the cancellation or termination of this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for by Lessee or of the obligations of Lessee hereunder. If at any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made time prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment expiration of the balance Term, any Mortgagee comes into possession of the Security Deposit (if any) remaining Property or a receiver shall be appointed for Lessor’s Interests, Lessee agrees, at the end election and upon demand of any such Mortgagee in possession, to attorn, from time to time, to any such Mortgagee or any Person acquiring the Lease term to the extent such Successor Landlord receives the remaining portion interest of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises Lessor as a result of damage by fire any such foreclosure of a Mortgage or other casualty the granting of a deed or a partial condemnation pursuant to assignment in lieu of foreclosure, upon the then executory terms and conditions of this Lease for the remainder of the Term. The provisions of this Lease, but only Section 24.2 shall inure to the extent that such repairs can reasonably be made from the net proceeds benefit of any insurance or condemnation awardssuch successor Lessor, respectivelyshall apply notwithstanding that, actually made available as a matter of law, this Lease may terminate upon the foreclosure of a Mortgage, and shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Lessee, however, upon demand of any such Successor Landlord; or (f) bound by any modificationsuccessor Lessor, amendment or renewal shall execute, from time to time, instruments in confirmation of the forgoing provisions of this Lease made without Successor LandlordSection 24.2 reasonably satisfactory to any such successor Lessor and Lessee, acknowledging such attornment. Notwithstanding anything in this Section 24.2 to the contrary, the obligations of Lessee, and the rights of any Mortgagee or other Person, under this Section 24.2 shall be subject to the Mortgagee’s consentassumption (subject to the terms of any Mortgagee Nondisturbance Agreement in favor of Lessee from such Mortgagee) of the obligations of Lessor hereunder.

Attornment. If This Lease may at Landlord's option, be subordinate to any ground lease, mortgage, deed of trust or other hypothecation or security now or hereafter placed upon the real property of which the Premises are a Mortgagee or Superior Lessor part, and to any and all advances made on a security thereof, and to all renewals, modifications, consolidations, replacements, and extensions thereof Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party not be disturbed if Tenant is not in default and so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, long as Tenant shall attorn to pay the rent and recognize Successor Landlord as Tenant’s landlord under this Lease, observe and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon perform all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease prior to the extent that lien of its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such repairs can reasonably be made from mortgage, deed of trust or ground lease, whether this Lease is dated prior to or subsequent to the net proceeds date of said mortgage, deed of trust or ground lease, or the date of recording thereof Tenant agrees to execute any and all documents required to effectuate an attornment, a subordination or to make this lease subsequent to the hen of any insurance mortgage, deed of trust or condemnation awardsground lease, respectivelyas the case may be. Tenant's failure to execute such documents within ten (10) days after written demand by Landlord shall constitute a material default by Tenant hereunder, actually made available or, at Landlord's option, Landlord shall execute such documents on behalf of Tenant as Tenant's attorney in fact. For that purpose, Tenant does hereby make, constitute and irrevocable appoint Landlord as Tenant's attorney in fact and in Tenant's name, place and stead, to execute such Successor Landlord; or (f) bound by any modification, amendment or renewal of documents in accordance with this Lease made without Successor Landlord’s consentparagraph.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights interests of Landlord under this LeaseLease shall be transferred voluntarily or by reason of the termination of any ground or underlying leases or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, whether through possession or foreclosure action or delivery of a new lease or deedTenant shall, then at the request election of such party so succeeding transferee, be bound to Landlord’s rights such transferee (“Successor Landlord”herein sometimes called the "SUCCESSOR LANDLORD") and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord hereof remaining, and has not applied any extensions or retained the same renewals thereof which may be effected in accordance with ARTICLE 30 the terms and provisions hereof; (e) bound by any obligation to perform any work or to make improvements to , with the Premises except for (x) repairs same force and maintenance required to be made by effect as if the Successor Landlord were Landlord under this Lease, and (y) repairs Tenant does hereby agree to attorn to the Premises Successor Landlord, including the mortgagee under any such mortgage or the lessor under any such ground lease if it be the Successor Landlord, as a result of damage by fire or other casualty or a partial condemnation pursuant to its landlord under this Lease upon the provisions then existing terms of this Lease. The foregoing attornment shall be effective and self-operative without the execution of any further instruments, but only upon the Successor Landlord succeeding to the extent that interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(s) which Successor Landlord or its prospective mortgagee may deem desirable to evidence said attornment by Tenant. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any such repairs can reasonably instrument for and on behalf of Tenant. In the event of such transfer of Landlord's interests, Landlord shall be made released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of "Landlord" arising during the net proceeds period of such successor Landlord's ownership of Landlord's interest hereunder, and not for any insurance obligations of Landlord or condemnation awards, respectively, actually made available any prior successor Landlord or any claim by or cause of action of Tenant arising or accruing prior to such Successor successor Landlord; or (f) bound by any modification, amendment or renewal 's becoming the owner of Landlord's interest under this Lease made without Successor Landlord’s consentLease.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights interests of Landlord under this the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such successor landlord ("Successor Landlord") under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, whether through possession or foreclosure action or delivery of a new lease or deedwith the same force and effect as if Successor Landlord were the landlord under the Lease, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s 's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02, including but not limited to an Attornment Agreement, but only if such documents do not materially increase any of Tenant's financial obligations under this Lease and are otherwise in a form reasonably acceptable to Tenant. Prior to execution of this Lease, Landlord agrees to make commercially reasonable efforts to (but will not guarantee that it can) obtain from the holders of any Mortgages or ground leases constituting a lien on the Building at the time of Lease execution, an executed and acknowledged subordination, recognition and non-disturbance agreement in a form reasonably acceptable to tenant. Following execution of this Lease, and provided Tenant is not in default under this Lease, and shall promptly execute and deliver Landlord agrees to make commercially reasonable efforts to (but will not guarantee that it can) obtain from any instrument that Successor Landlord an executed and acknowledged subordination, recognition and non-disturbance agreement in a form reasonably acceptable to Tenant. Such subordination, recognition and non-disturbance agreements may reasonably request be embodied in the Mortgagee's customary form of subordination and non-disturbance agreement. If, after exerting commercially reasonable efforts, Landlord is unable to evidence obtain a subordination, recognition and non-disturbance agreement from any such attornment. Upon such attornment this Lease shall continue in full force and effect asMortgagee or Successor Landlord, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any no further obligation to make any payment Tenant with respect thereto. Tenant agrees to Tenant which was required pay Landlord, within ten (10) calendar days of receipt of written demand therefore, as additional rent, an amount equal to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord all costs and has not applied expenses paid or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made incurred by Landlord under in connection with Landlord's attempt to comply with this LeaseSection 17.02, including, without limitation, legal fees, processing costs and any other administrative expenses (y) repairs to the Premises as a result of damage by fire or which legal fees, processing costs and other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentadministrative expenses shall not exceed $1,000 per occurrence.)

Attornment. If a Mortgagee or Superior Lessor Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under this Lease, whether through possession the Lease or shall become the owner of the Property by reason of the foreclosure action of the Security Instruments or delivery the acceptance of a new lease deed or deedassignment in lieu of foreclosure or otherwise, then and the conditions set forth in Section 2 above have been met at the request time Lender becomes such successor or owner of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentthe Property, Tenant the Lease shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease not be terminated or affected thereby but shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord Lender and Tenant upon all of the terms, covenants and conditions and covenants as are set forth in this Lease the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall be applicable after such attornment except that Successor Landlord govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be: be (a) obligated to complete any initial 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 (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (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 be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such act sums are actually received by Lender; (g) bound by any payment of rents, additional rents or omission continues beyond 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the date when such Successor Landlord succeeds Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest and Tenant gives notice of such act except as otherwise specifically provided in the Lease; or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (cj) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of indemnification or obligations contained in the Lease term with respect to asbestos, environmental or hazardous substances provided however that the extent such Successor Landlord receives the remaining portion liability of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance Lender with ARTICLE 30 hereof; (e) bound by any obligation respect to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be claims made by Landlord under this Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, and or (yii) repairs to the Premises as a result in reliance on provision of damage by fire or other casualty or a partial condemnation pursuant to the provisions otherwise applicable law, including those permitting private rights of this Leaseaction for contribution, but only to the extent that such repairs can reasonably shall not be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentaffected hereby.

Attornment. If a Mortgagee or Superior Lessor Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under this Lease, whether through possession the Lease or shall become the owner of the Property by reason of the foreclosure action of the Security Instruments or delivery the acceptance of a new lease deed or deedassignment in lieu of foreclosure or otherwise, then and the conditions set forth in Section 2 above have been met at the request time Lender becomes such successor or owner of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentthe Property, Tenant the Lease shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease not be terminated or affected thereby but shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord Lender and Tenant upon all of the terms, covenants and conditions and covenants as are set forth in this Lease the Lease, and in that event. Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; provided, however, that the provisions of the Security Instrument shall be applicable after such attornment except that Successor Landlord govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender 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 Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the 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 be obligated under the Lease to make such repairs, and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs; (d) required to make any 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 premises demised under the Lease (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such act sums are actually received by Lender; (g) bound by any payment of rents, additional rents or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets other sums which Tenant may have against Landlord; (c) bound by any prepayment of paid more than one month’s Rent (1) month in advance to any prior landlord; Landlord unless (di) such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by Lender; (h) bound by any obligation to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time such Successor Landlord Lender succeeded to Landlord’s interest (i) bound by any agreement amending, modifying or terminating the lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit ; or (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (ej) bound by any obligation to perform assignment of the Lease or sublease of the Property, or any work or to make improvements portion thereof, made prior to the Premises except for (x) repairs and maintenance required time Lender succeeded to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or Landlord’s interest other casualty or a partial condemnation than if pursuant to the provisions of this the Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this LeaseTermination occurs, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall Subtenant does hereby attorn to and recognize Successor Landlord Owner as Tenant’s landlord the sublandlord under this Leasethe Sublease, and Subtenant shall promptly execute and deliver any instrument that Successor Landlord may reasonably request be bound to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon Owner under all of the terms, covenants, conditions and covenants provisions of the Sublease for the balance of the Sublease term, all with the same force and effect as are set forth in this Lease and if Owner had been the original sublandlord under the Sublease. This attornment shall be applicable after such attornment except that Successor Landlord effective and self-operative without the execution of any further instruments upon Owner’s succeeding to the interest of the sublandlord under the Sublease. Notwithstanding the foregoing, Owner shall not be: (a) liable Liable for any act act, omission or default of any prior sublandlord (including the then defaulting Sublandlord) unless such act, omission of Landlord (except or default continues as a default under the Sublease after Subtenant’s attornment, but in no event shall there be any liability to complete any Sublandlord’s work, although Subtenant shall have Subtenant’s other rights or remedies with respect to the extent such act or omission continues beyond the date when such Successor Landlord succeeds failure of Sublandlord to Landlordcomplete Sublandlord’s interest and Tenant gives notice of such act or omission to Successor Landlord)work; (b) subject Liable for any damage or other relief attributable to any defense, claim, counterclaim, set-off breach of any representation or offsets which Tenant may have against Landlordwarranty contained in the Sublease by Sublandlord or any prior sublandlord under the Sublease; (c) bound Subject to any offsets or defenses which Subtenant might have against Sublandlord or any prior sublandlord (except as expressly provided in the Sublease): (d) Bound by any prepayment of rent or additional rent which Subtenant might have paid for more than one month’s Rent the current month to Sublandlord or any prior landlordsublandlord; (de) bound Bound by any obligation amendment of the Sublease or by any waiver or forbearance on the part of Sublandlord or any prior sublandlord made or given without the written consent of Owner; (f) Bound to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied Subtenant or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work construction requirements under in the Sublease (but if (i) the allowances expressly provided in the Sublease shall not be paid to Subtenant or (ii) Subtenant shall exercise Subtenant’s rights to make improvements to undertake such construction, Subtenant shall have the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to right of offset expressly provided in the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor LandlordSublease); or (fg) bound by Liable to Subtenant in any modificationevent for any cause whatsoever for damages or claims in excess of Owner’s interest in the Property, amendment or renewal it being expressly agreed that Owner’s liability under the Sublease shall be nonrecourse and that Subtenant’s sole remedy in the event it obtains a judgment against Owner for its default under the Sublease shall be to foreclose such judgment against Owner’s interest in the Property and not to proceed against any other assets of this Lease made without Successor Landlord’s consentOwner.

Attornment. If a Mortgagee or Superior Lessor shall succeed succeeds to the rights interest of Landlord under this Leasein the ---------- Lease by reason of foreclosure, whether through possession dispossession or foreclosure action other proceedings brought by Mortgagee, or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentby any other manner, Tenant shall attorn be bound to and recognize Successor Landlord as Tenant’s landlord Mortgagee under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, covenants and conditions and covenants as are set forth in this of the Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord Term thereof and has not applied or retained the same any extensions thereof effected in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to option therefor in the Premises except for (x) repairs Lease, with the same force and maintenance required to be made by Landlord effect as if Mortgagee were the landlord under this the Lease, and (y) repairs Tenant does hereby attorn to Mortgage as its landlord. Such attornment shall be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the Premises as a result interest of damage by fire Landlord under the Lease. In confirmation of such attornment, Tenant shall execute and deliver promptly any certificate or other casualty instrument which Mortgagee may request; provided, that Tenant shall be under no obligation to pay Minimum Rent, -------- Additional Rent or a partial condemnation pursuant other sums payable under the Lease until Tenant receives written notice from Mortgagee that Mortgagee has succeeded to the provisions interest of this Landlord under the Lease or that Mortgagee has exercised any right under the Mortgage to collect such payments directly from Tenant. The respective rights and obligations of Tenant and Mortgagee upon such attornment shall be the same as set forth in the Lease, but only . Such attornment shall also extend to the extent that such repairs can reasonably be made from the net proceeds successors and assigns of any insurance Landlord including Mortgagee and all future or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentsuccessor mortgagees.

Attornment. (a) If a Mortgagee or Superior Lessor shall succeed to the rights interest of Landlord under this LeaseOwner in the Lease is acquired by Fee Secured Party, whether through possession by purchase and sale, foreclosure, deed in lieu of foreclosure, or in any other way, action, or proceeding, or by any assignee or successor to Fee Secured Party, including, without limitation, any purchaser at a foreclosure action or delivery of a new lease or deedsale, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant Lessee shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect asFee Secured Party, or as if it wereits successors and assigns, a direct lease between Successor Landlord said attornment to be effective and Tenant self-operative immediately upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act Fee Secured Party’s or omission of Landlord (except its successor’s or assign’s succeeding to the extent such act or omission continues beyond interests of Owner in the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice Lease without the execution of such act or omission to Successor Landlord);any other instruments on the part of any party hereto. (b) subject Owner hereby irrevocably authorizes and directs Lessee, upon receipt from Fee Secured Party of written notice that Fee Secured Party has acquired Owner’s fee interest in the Property, to pay all rents and other monies payable by Lessee under the Lease to or as directed by Xxx Secured Party. Owner irrevocably releases Lessee from any defenseliability to Owner for all payments so made. Xxxxxx agrees that, claimupon receipt of such notice, counterclaimit will pay all monies then due and becoming due from Lessee under the Lease to or as directed by Fee Secured Party, set-off or offsets which Tenant may have against Landlord;notwithstanding any provision of the Lease to the contrary. Such payments shall continue until Fee Secured Party directs Lessee otherwise in writing. (c) bound If the interest of the Lessee in the Lease is acquired by the Collateral Agent or any successor or assign of the Collateral Agent’s interest in the Leasehold DOT, whether by purchase and sale, foreclosure, deed in lieu of foreclosure, or in any other way, action, or proceeding, or by any prepayment assignee or successor to Collateral Agent, including, without limitation, any purchaser at a foreclosure sale, Collateral Agent or such successor, as Lessee, shall attorn to the Owner or the party holding the interest of more than one monththe Owner in the Lease, or its successors and assigns, said attornment to be effective and self-operative immediately upon Collateral Agent’s Rent or its successor’s or assign’s succeeding to the interests of Lessee in the Lease without the execution of any prior landlord;other instruments on the part of any party hereto ; provided, however, that the Collateral Agent or such successor shall not (di) be bound by any obligation to make pay for any payment to Tenant which was required to be made damages caused by Lessee under the Lease that occurred prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment date of the balance transfer of title, (ii) be obligated to cure or pay for any uncureable defaults of Lessee under the Lease, (iii) be obligated to pay for any other amounts under the Lease owed to Owner prior to the date of the Security Deposit transfer of title, or (if anyiii) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) be bound by any obligation to perform any work or to make improvements amendments to the Premises except for (x) repairs and maintenance required to be made Lease not received by Landlord under this Lease, and (y) repairs the Collateral Agent prior to the Premises as a result date of damage by fire such foreclosure or other casualty or a partial condemnation pursuant action not consented to by the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentCollateral Agent.

Attornment. If a Mortgagee or Superior Lessor shall succeed This Lease is subject and subordinate to the rights lien of Landlord under all and any first Mortgages ("Mortgages" shall include both construction and permanent financing and shall include deeds of trust and similar security instruments, and "Mortgagee" shall include the holder or holders (or, with respect to deeds of trust, the beneficiary or beneficiaries) of any such Mortgage or Mortgages) which may now or hereafter encumber or otherwise affect the real estate (including the Building) of which the demised premises form a part, or Landlord's interest therein, and to all and any renewals, extensions, modifications, recastings, or refinancings thereof; provided, however, that this Lease, whether through possession Lease shall not be subject or foreclosure action or delivery subordinate to the lien of any future first Mortgage unless the Tenant first receives a new lease or deed, then at nondisturbance agreement from the request Mortgagee in form satisfactory to Tenant. In confirmation of such party so succeeding subordination, Tenant shall, at Landlord's request, promptly execute any requisite or appropriate certificates or other documents. Tenant hereby constitutes and appoints Landlord as Tenant's attorney-in-fact to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept execute any such certificates for or on behalf of Tenant’s attornment. Tenant agrees that in the event that any proceedings are brought for the foreclosure of any Mortgage, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Leasethe purchaser at such foreclosure sale if requested to do so by such purchaser, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence recognize such attornment. Upon such attornment this Lease shall continue in full force and effect as, or purchaser as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs Tenant waives the provision 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 the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed. Notwithstanding the foregoing, Tenant agrees that the holder of any first Mortgage shall have the right to make this Lease superior to the Premises as a result lien of damage such first Mortgage, by fire the filing of subordination statements or other casualty or a partial condemnation pursuant otherwise, and Tenant hereby consents to the provisions of this Lease, but only to the extent that any such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentfiling.

Attornment. (A) If a Mortgagee or Superior Lessor shall succeed to the rights interests of Landlord under this the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, whether through possession or foreclosure action or delivery of a new lease or deedwith the same force and effect as if Successor Landlord were the landlord under the Lease, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord’s succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02. (B) Upon written request from Tenant, and provided Tenant is not in default under this Lease, and shall promptly execute and deliver Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the current or future Mortgagee or any instrument that Successor Landlord may reasonably request which Agreement shall provide that in the event of any foreclosure, sale under power of sale, groundlease or master lease termination, or transfer in lieu thereof, or the exercise of any remedy thereunder, that (i) Tenant’s use, possession and enjoyment of the Premises and this Lease (and any options to evidence such attornment. Upon such attornment extend the term thereof) shall not be disturbed, (ii) this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of directly with the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (yiii) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant subject to the provisions of Section 17.01 above, Tenant’s obligations shall not be increased nor Tenant’s rights decreased under this LeaseLease by reason of such transaction so long as Tenant is not in material default under this Lease beyond any applicable notice and cure period. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of Subordination and Non-Disturbance Agreement. If, but only after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee or Successor Landlord, Landlord shall have no further obligation to Tenant with respect thereto, except that Tenant shall have the extent that right to contact such repairs can reasonably be made from the net proceeds Mortgagee or Successor Landlord directly to seek to obtain a Non-Disturbance Agreement therefrom and Landlord shall cooperate with Tenant’s efforts to obtain such Non-Disturbance Agreement. Landlord agrees to give Tenant prior written notice of any insurance or condemnation awards, respectively, actually made available future Mortgagee in order to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentafford Tenant an opportunity to request Landlord obtain a Non-Disturbance Agreement therefrom.

Attornment. If a Mortgagee Lender forecloses the Mortgage or Superior Lessor shall succeed acquires title to the rights Property by deed-in-lieu of foreclosure, or in any other manner succeeds to the interest of Landlord under this the Lease, whether through or if Lender shall otherwise take possession or foreclosure action or delivery of a new lease or deedthe Property, then at upon receipt of written notice from Lender, the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant District shall attorn to and recognize Successor Landlord Lender as Tenant’s its landlord under this all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining (and of any extensions thereof that may be effected in accordance with any option therefor), as set forth in the Lease, with the same force and effect as if Lender were Landlord under the Lease. Such attornment shall promptly execute be effective and deliver self-operative immediately upon receipt of written notice from Lender that Lender has succeeded to the interest of Landlord, whereupon the District shall recognize Lender, or any instrument that Successor person claiming by through or under Lender, as the landlord under the Lease without the execution of any further instruments on the part of any of the Parties. Provided no default by the District has occurred and is continuing, which default under the terms of the Lease would give Landlord may reasonably request (or Lender as successor in interest to evidence such attornment. Upon such attornment this Landlord) the right to terminate the Lease, the Lease shall at all times continue in full force and effect aseffect, and the respective rights and obligations of the District and Lender upon such attornment shall be governed by the Lease. If Lender requests, the District agrees to execute, acknowledge, and deliver to Lender any certificate or other instrument that Lender reasonably requests (in the District’s determination) to confirm such attornment at no cost or expense to the District. If the District requests, Lender covenants and agrees to execute a novation agreement in the form reasonably acceptable to the District that requests that the District recognize a name change or a successor in interest to the Lease. In connection with any attornment pertaining to an asset transfer, at the District’s request, Lender shall deliver to the District, as applicable, each of the following: a. A document describing the proposed transaction giving rise to such transfer; b. the effective date of the transfer; c. an authenticated copy of the instrument effecting the transfer (including without limitation a xxxx of sale, certificate of merger, contract, deed, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlordcourt decree); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment d. an authenticated copy of the balance transferee’s certificate and articles of incorporation if an entity was formed to receive the Security Deposit transferor’s assets (however, if anythe entity was formed for a purpose other than to receive the transferor’s assets, include a statement to that effect); and e. a certified copy of applicable entity authorizing resolutions (for both the transferee and the transferor) remaining at the end authorizing such transfer of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentassets.

Attornment. If a Mortgagee the Lease or Superior Lessor shall succeed Sublandlord’s right to possession thereunder terminates for any reason prior to expiration of the rights Sublease, Subtenant agrees, at the election of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at in its sole and absolute discretion (the request of such party so succeeding to Landlord’s rights (“Successor LandlordElection”) and upon Successor Landlord’s written agreement subject to accept Tenant’s attornmentthe terms and conditions hereafter set forth, Tenant shall to attorn to Landlord upon the then executory terms and recognize Successor conditions of the Sublease for the remainder of the term of the Sublease. If Landlord does not make such an Election, the Sublease and all rights of Subtenant in the Subleased Premises shall terminate upon the date of termination of the Lease or Sublandlord’s right to possession thereunder. Such Election by Landlord shall entitle the Subtenant to occupy the Subleased Premises pursuant to the Sublease in accordance with the terms and conditions of the Sublease as Tenant’s landlord modified hereby, but shall not relieve Sublandlord from any liability to Landlord under this the Lease. In the event of such Election by Landlord, and shall promptly Subtenant agrees to execute and deliver at any instrument that Successor time and from time to time, upon request of Landlord, any instruments which may be required by Landlord may reasonably request to evidence the attornment called for hereby and Subtenant hereby irrevocably appoints Landlord as its attorney in fact, coupled with an interest, to execute on behalf of Subtenant any documents or instruments necessary to evidence such attornment. Upon In the event Landlord makes such attornment this Lease shall continue in full force and effect asElection, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (ai) be liable to Subtenant for any act act, omission or omission breach of Landlord the Sublease by Sublandlord, (ii) be subject to any offsets, credits, deductions or defenses which Subtenant might have against Sublandlord, (iii) be bound by any rent or additional rent which Subtenant might have paid in advance to Sublandlord, (iv) be bound to honor any rights of Subtenant in any security deposit, letter of credit or advance rent made with or paid to Sublandlord by Subtenant except to the extent Sublandlord has specifically assigned and turned over such act security deposits, letter of credit and advance rent to Landlord and Landlord has actually received the same (v) be bound to honor any exercise of any option to extend or omission continues beyond renew the term of the Sublease set forth in the Sublease, which options to extend or renew shall be deemed deleted from the Sublease effective as of the date when such Successor Landlord succeeds to of the Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); Election, (bvi) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make Subtenant to perform any payment to Tenant which was required to be made prior tenant improvement work or alterations or perform any work with respect to the time such Successor Landlord succeeded Subleased Premises or provide any other inducements offered to Landlord’s interestSubtenant by Sublandlord, (vii) be bound by free rent periods, if any, set forth in the Sublease, except for the repayment free rent period ending on September 1, 2009, or (viii) have any obligation or liability to Subtenant in any way related to any arrangements made between Sublandlord and Subtenant with respect to Subtenant’s use of any furniture, fixtures or equipment owned, leased or provided by Sublandlord; and Subtenant shall not have any right to terminate the Sublease or claim any reduction in the rent and other sums payable under the Sublease on account of any of the balance foregoing matters. Sublandlord hereby agrees that in the event of an Election by Landlord, at Landlord’s request, Sublandlord shall immediately pay or transfer to Landlord any security deposits, letter of credit, rent or other sums then held by Sublandlord in connection with the subleasing of the Security Deposit (if any) remaining at the end Subleased Premises. Subtenant hereby agrees that under no circumstances whatsoever shall Landlord be held in any way responsible or accountable for any security deposit, letter of the Lease term credit or any sums paid by Subtenant to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord Sublandlord unless and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs until and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that Landlord has actually received such repairs can reasonably be sums from Sublandlord (or such letter of credit together with appropriate amendments thereto substituting Landlord as the beneficiary hereunder) and Landlord has actually received the same, and Subtenant shall have no claim to any security, letter of credit or other deposit made from by Sublandlord under the net proceeds Lease. In no event shall Landlord have any responsibility or liability to Subtenant on account of any insurance sums drawn by Sublandlord under any letter of credit or condemnation awards, respectively, actually made available security deposit provided to such Successor Landlord; or (f) bound Sublandlord by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentSubtenant.

Attornment. Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord in respect of the land and the buildings governed by this Lease upon any foreclosure of any Mortgage upon such land or buildings or upon the execution of any deed in lieu of foreclosure in respect to such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the terms of this Lease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self-operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. If a requested, Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for herein; provided, however, that no such Mortgagee or Superior Lessor successor- in-interest shall succeed to be bound by any payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the rights express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, whether through possession or foreclosure action or delivery for the return of a new lease or deed, then at the request of such party so succeeding any sums which Tenant may have paid to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this LeaseLease as and for security deposits, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect asadvance rentals or otherwise, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent that such act or omission continues beyond the date when such Successor sums are actually delivered by Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defenseMortgagee. If Mortgagee, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior succeeding to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment interest of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs should become obligated to perform the Premises as a result covenants of damage by fire or other casualty or a partial condemnation pursuant to the provisions Landlord hereunder, then, upon, any further transfer of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentinterest by Mortgagee, all such obligations shall terminate as to Mortgagee.

Attornment. If a Mortgagee or Superior Lessor shall succeed Tenant agrees to attorn to Lender if Lender acquires title to the rights Premises by foreclosure or otherwise, or to any third party who acquires title to the Premises at a foreclosure sale under the Deed of Trust (such lender or purchaser being referred to in this agreement as the “New Landlord” and the date on which New Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at acquires title to the request of such party so succeeding Premises being referred to Landlord’s rights (herein as the “Successor LandlordAttornment Date”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord in each case under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions conditions, and covenants of the Lease; provided, however, that a. Tenant shall be under no obligation to pay rent or render any performance to the New Landlord until it has received notice (in the manner provided in the Lease) of its obligation to do so from New Landlord, together with a copy of New Landlord’s title insurance policy or other satisfactory evidence of title. b. New Landlord must assume all obligations under the Lease arising after the Attornment Date. c. From and after the Attornment Date, the respective rights and obligations of Tenant and New Landlord will be as are set forth provided in the Lease, which is incorporated in this Agreement by reference, except that: (1) New Landlord will not be liable for nonpayment or nonperformance by any prior landlord of Lease and shall be applicable after such attornment obligations arising prior to the Attornment Date, or for damages resulting from any prior landlord’s act or omission which occurred prior to the Attornment Date, except that Successor Landlord shall not bethat: (a) Tenant will be entitled to utilize any rent reduction, offset, credit or holdback rights available to Tenant under the Lease to recover the cost of curing any such default of a prior landlord; (b) New Landlord will be obligated to remedy any non-monetary default by any prior landlord (such as, for example, a failure to repair) that continues unremedied after the Attornment Date. (2) New Landlord will not be bound by any rent paid in advance by Tenant to any prior landlord for more than the current month. (3) New Landlord will not be liable for any act or omission of Landlord (security deposit paid by Tenant to any prior landlord, except to the extent such act security deposit paid been actually received by or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior credited to the time such Successor Landlord succeeded to account of New Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this LeaseTermination occurs, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall Subtenant does hereby attorn to and recognize Successor Landlord Owner as Tenant’s landlord the sublandlord under this Leasethe Sublease, and Subtenant shall promptly execute and deliver any instrument that Successor Landlord may reasonably request be bound to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon Owner under all of the terms, covenants, conditions and covenants provisions of the Sublease for the balance of the Sublease term, all with the same force and effect as are set forth in this Lease and if Owner had been the original sublandlord under the Sublease. This attornment shall be applicable after such attornment except that Successor Landlord effective and self-operative without the execution of any further instruments upon Owner’s succeeding to the interest of the sublandlord under the Sublease. Notwithstanding the foregoing, Owner shall not be: (a) liable Liable for any act act, omission or default of any prior sublandlord (including the then defaulting Sublandlord) unless such act, omission of Landlord (except or default under the Sublease continues as a default under the Sublease after Subtenant’s attornment, but in no event shall there be any liability to complete any Sublandlord’s work, although Subtenant shall have Subtenant’s other rights and remedies with respect to the extent such act or omission continues beyond the date when such Successor Landlord succeeds failure of Sublandlord to Landlordcomplete Sublandlord’s interest and Tenant gives notice of such act or omission to Successor Landlord);work. (b) subject Liable for any damage or other relief attributable to any defense, claim, counterclaim, set-off breach of any representation or offsets which Tenant may have against Landlordwarranty contained in the Sublease by Sublandlord or any prior sublandlord under the Sublease; (c) bound Subject to any offsets or defenses which Subtenant might have against Sublandlord or any prior sublandlord (except as expressly provided in the Sublease): (d) Bound by any prepayment of rent or additional rent which Subtenant might have paid for more than one month’s Rent the current month to Sublandlord or any prior landlordsublandlord; (de) bound Bound by any obligation amendment of the Sublease or by any waiver or forbearance on the part of Sublandlord or any prior sublandlord made or given without the written consent of Owner; (f) Bound to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied Subtenant or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work construction requirements under in the Sublease (but if (i) the allowances expressly provided in the Sublease shall not be paid to Subtenant or (ii) Subtenant shall exercise Subtenant’s rights to make improvements to undertake such construction, Subtenant shall have the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to right of offset expressly provided in the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor LandlordSublease); or (fg) bound by Liable to Subtenant in any modificationevent for any cause whatsoever for damages or claims in excess of Owner’s interest in the Property, amendment or renewal it being expressly agreed that Owner’s liability under the Sublease shall be nonrecourse and that Subtenant’s sole remedy in the event it obtains a judgment against Owner for its default under the Sublease shall be to foreclose such judgment against Owner’s interest in the Property and not to proceed against any other assets of this Lease made without Successor Landlord’s consentOwner.

Attornment. Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord in respect of the land and the buildings governed by this Lease upon any foreclosure of any Mortgage upon such land or buildings or upon the execution of any deed in lieu of foreclosure in respect to such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the terms of this Lease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self-operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. If a requested, Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for herein; provided, however, that no such Mortgagee or Superior Lessor successor-in-interest shall succeed to be bound by any payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the rights express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, whether through possession or foreclosure action or delivery nor for the return of a new lease or deed, then at the request of such party so succeeding any sums which Tenant may have paid to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this LeaseLease as and for security deposits, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect asadvance rentals or otherwise, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent that such act or omission continues beyond the date when such Successor sums are actually delivered by Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defenseMortgagee. If Mortgagee, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior succeeding to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment interest of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs should become obligated to perform the Premises as a result covenants of damage by fire or other casualty or a partial condemnation pursuant to the provisions Landlord hereunder, then, upon, any further transfer of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentinterest by Mortgagee, all such obligations shall terminate as to Mortgagee.

Attornment. If a Mortgagee or Superior Lessor shall succeed Tenant covenants and agrees to attorn to the rights of Landlord under this LeaseAgent or any other Foreclosure Transferee, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease's new landlord, and shall promptly execute and deliver any instrument agrees that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this the Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord Tenant and Tenant the Agent or any other Foreclosure Transferee, if applicable, upon all of the terms, covenants, conditions and covenants as are agreements set forth in this Lease and shall be applicable after the Lease; provided, however, the Agent, Lenders or such attornment except that Successor Landlord other Foreclosure Transferee shall not be: (a) liable for any act act, omission or omission breach of warranty or representation of any prior landlord, including Landlord; provided, however, if Tenant has provided Ageut a copy of any notices delivered to Landlord of a default by Landlord, Agent or the Foreclosure Transferee, as the case may be, will be obligated under the Lease for any default of Landlord (except stated in said notice delivered to Agent, which is reasonably susceptible to being cured and which continues and remains uncured at the time Agent or such other Foreclosure Transferee obtains possession or title to the extent Land, in which case, Agent or the Foreclosure Transferee will be afforded thirty (30) days from the later of (i) Agent or the Foreclosure Transferee obtaining possession or title to the Land, or (ii) Agent's or the Foreclosure Transferee's receipt of a notice from Tenant specifying such act or omission continues beyond the date when default. Unless such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice default is of such act a nature to reasonably require more than thirty (30) days to cure and then, Agent or the Foreclosure Transferee shall be permitted such additional time as is reasonably necessary to effect such cure, if Agent or the Foreclosure Transferee is proceeding diligently. to cure such default. Notwithstanding the foregoing, Agent or the Foreclosure Transferee will not be liable for any act, omission or breach of warranty or representation of any prior landlord occurring prior to Successor Landlord)Agent filing a foreclosure· proceeding against the Land, unless Tenant has given Agent written notice ofthe default prior to such filing; (b) subject to any defenseoffset, claim, counterclaim, set-off defense or offsets counterclaim which Tenant may have might be entitled to assert against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; , including Landlord; provided, however, if (di) bound by any obligation to make any payment to Tenant which was required to be made prior to has complied with Tenant's obligations under the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit Lease (if any) remaining to preserve Tenant's rights in case of Landlord default by giving Landlord written notice specifying such default and (ii) Tenant has provided Agent a copy of such notification, Tenant shall be entitled to exercise any contractual self-help and offset rights permitted under the Lease with respect to any default of Landlord that (i) continues and remains uncured at the end of the Lease term time Agent or such other Foreclosure Transferee obtains possession, control or title to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this LeasePremises, and (yii) repairs that is not cured by Agent or the Foreclosure. Transferee, as the case may be, within the cure period set forth in subsection (a) above. Notwithstanding the foregoing, Tenant shall not be entitled to any offsets rights against Agent or such Foreclosure Transferee which Tenant might be entitled to assert against any prior landlord relating to acts or omissions that occurred prior to Agent filing a foreclosure proceeding against the Premises as a result Land, unless Tenant has given Agent written notice of damage by fire or other casualty or a partial condemnation pursuant the default prior to the provisions of this Leasesuch filing, but only Tenant shall still have rights to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.self-help;

Attornment. If a Mortgagee or Superior Lessor shall succeed Subject to the provisions of Paragraph 2 herein, if the interests of Lessor in and to the Leased Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, foreclosure or other proceedings brought by it or by any other manner, including (but not limited to) Mortgagee's exercise of its rights under any security interest covering, or any assignment of, leases and rents, and Mortgagee succeeds to the interest of Landlord Lessor under this the Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding Lessee shall be bound to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord Mortgagee under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and covenants any extension or renewal thereof duly exercised by Lessee with the same force and effect as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: if Mortgagee were the Lessor under the Lease, provided, however, Mortgagee abides by all of the terms of the Lease, including Tenant's right to quiet enjoyment (a) liable for any act or omission of Landlord (except to the extent such act quiet enjoyment is provided under the Lease) ; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or omission continues beyond otherwise has the date when right to receive such Successor Landlord succeeds rents. In the event Lessor receives written notice from Mortgagee that Mortgagee has succeeded to Landlord’s the interest and Tenant gives notice of the Lessor under the Lease or otherwise has the right to receive such rents, Lessor hereby consents to the payment of such act or omission rents to Successor Landlord); (b) subject Mortgagee thereafter and releases Lessee from any liability to Lessor for any defensesuch rents so paid to Mortgagee, and Mortgagee agrees to indemnify, defend and hold Lessee harmless from any claim, counterclaimincluding, set-off or offsets which without limitation, all reasonable expenses incurred by Tenant may have against Landlord; (c) bound in connection therewith, asserted by Lessor for any prepayment such rents so paid to Mortgagee. The respective rights and obligations of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior Lessee and Mortgagee upon such attornment, to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment extent of the then remaining balance of the Security Deposit (if any) remaining at the end term of the Lease term to and any such extension or renewal, shall be and are the extent such Successor Landlord receives same as now set forth therein, it being the remaining portion intention of the Security Deposit (if any) from Landlord and has not applied or retained parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs force and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises effect as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentif set forth at length herein.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord Lender succeeds to Landlord’s interest and in the Lease, Tenant gives notice of such act or omission will be bound to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior Lender according to the time such Successor Landlord succeeded to Landlord’s interest, except Lease for the repayment of the balance of the Security Deposit (if any) remaining at the end term of the Lease term and any extension of the Lease as if Lender were the Landlord under the Lease, and Tenant will attorn to Lender as its Landlord, immediately upon Lender’s succeeding to the extent interest of Landlord under the Lease; and Tenant will be obligated to pay rent to Lender upon Tenant’s receipt of written notice from Lender that it has succeeded to the interest of Landlord in the Lease. Subject to Paragraph 4, upon such Successor attornment the rights and obligations of Tenant and Lender will be the same as they would have been if Lender had been landlord under the Lease. Notwithstanding the terms of this Paragraph 3, Tenant will be obligated to pay rent directly to Lender prior to Lender’s succeeding to Landlord’s interest in the Lease upon the earlier of Tenant’s receipt of a copy of (a) notice from Lender to Tenant that Landlord receives is in default under the remaining portion terms and conditions of the Security Deposit Note evidencing the Loan and/or the loan instruments securing same and that Landlord has failed to cure said default within the cure period permitted and instructing Tenant to pay all rents under the Lease to Lender from and after said notice, by virtue of the authority herein and in the Assignment of Rents and Leases recorded at O.R. Book , Page , Public Records of Pinellas County, Florida; (if anyb) from an order of sequestration in favor of Lender; or (c) notice of Lender having taken possession of the Premises either by consent or by the appointment of a receiver. Tenant is hereby expressly authorized and directed by Landlord and has not applied or retained the same to pay in accordance with ARTICLE 30 hereof; (e) bound by this Paragraph 3 any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by all amounts due Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this LeaseLease to Lender or such nominee as Lender may designate in writing delivered to and received by Tenant, but only to the extent that such repairs can reasonably be made from the net proceeds said Tenant being expressly relieved of any insurance and all duty, liability or condemnation awards, respectively, actually made available obligation to such Successor Landlord; or (f) bound by any modification, amendment or renewal Landlord in respect of this Lease made without Successor Landlord’s consentall payments so made.

Attornment. If a Mortgagee or Superior Lessor shall succeed Lender obtains title to the rights Property by foreclosure or deed in lieu of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornmentforeclosure, Tenant shall attorn to Lender and recognize Successor Landlord Lender as Tenant’s the landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this the Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all for the unexpired term of the terms, conditions and covenants as are set forth in this Lease and Lease. Such attornment shall be applicable after such attornment except that Successor Landlord shall not be: effective without Lender being (a) liable for subject to any offsets or defenses arising out of any prior act or omission of Landlord (except but the foregoing shall not limit either (i) Tenant’s right to exercise against Lender any offset rights otherwise available to Tenant under the extent such Lease because of events occurring after the date of attornment, or (ii) Lender’s obligation to correct any conditions that existed as of the date of attornment and violated Lender’s obligations as successor landlord under the Lease), (b) liable for any prior act or omission continues beyond the date when such Successor Landlord succeeds to of Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment amendment, modification, or waiver of more than one month’s Rent any of the provisions of the Lease, or by any separate agreement between Landlord and Tenant relating to the Property, unless any such action was taken with the prior landlord; written consent of Lender, (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except liable for the repayment return of any security or other deposit unless the balance of the Security Deposit (if any) remaining at the end of the Lease term deposit has been paid to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied Lender, or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform payment of rent or other monthly payment under the Lease made by Tenant more than one month in advance of the due date, unless the same was paid to, and received by, Xxxxxx. Lender and Tenant specifically agree that the right of first offer contained in Section 10.5 of the Lease shall not be triggered by or eliminated by any work foreclosure or to make improvements deed in lieu of foreclosure, that such right of first offer will not terminate upon Lender obtaining title to the Premises except for (x) repairs Property by foreclosure or deed in lieu of foreclosure, and maintenance required that such right of first offer shall continue to be made recognized after foreclosure or deed in lieu of foreclosure. Lender and Tenant specifically agree that the option to purchase contained in Section 10.6 of the Lease shall not be triggered by Landlord under this Leaseor eliminated by any foreclosure or deed in lieu of foreclosure, that such option to purchase will not terminate upon Lender obtaining title to the Property by foreclosure or deed in lieu of foreclosure, and (y) repairs that such option to purchase shall continue to be recognized after foreclosure or deed in lieu of foreclosure. Lender’s obligations as landlord under the Lease after obtaining title to the Premises as a result Property by foreclosure or deed in lieu of damage by fire or other casualty or a partial condemnation pursuant to foreclosure shall terminate upon Xxxxxx’s subsequent transfer of its interest in the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentProperty.

Attornment. If a any Fee Mortgagee, or any of its successors or assigns, or any other person claiming by or through any such Fee Mortgagee or Superior Lessor by or through any foreclosure proceeding of any such Fee Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession such Fee Mortgagee or foreclosure action or delivery other person shall accept this Lease and recognize Tenant as the holder of a new lease or deedall of the rights of Tenant hereunder, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord such successor as Tenant’s Xxxxxx's landlord under this Lease, and such successor and Xxxxxx shall promptly execute and deliver at any time any instrument that Successor Landlord may be reasonably request necessary to evidence such acceptance and attornment. In addition, any Fee Mortgage shall provide that in the event that the Fee Mortgagee thereunder shall succeed to the rights of Landlord under this Lease pursuant to foreclosure, deed in lieu of foreclosure or other proceedings, such Fee Mortgagee shall recognize all Tenancy Agreements which were in effect immediately prior to such foreclosure or other proceedings pursuant to their terms, including any covenant of quiet enjoyment contained in such Tenancy Agreements, so long as the particular Resident is not in default beyond any applicable cure period set forth in its Tenancy Agreements. Upon such attornment attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord Tenant and Tenant such successor Xxxxxxxx, upon and subject to all of the then executory terms, covenants and conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the . The provisions of this Lease, but only to the extent that such repairs can reasonably Section 7.01(b) shall be made from the net proceeds self-operative and no instrument of any insurance such attornment shall be required or condemnation awardsneeded by the holders of any such Fee Mortgage. In confirmation of any such attornment, respectivelyTenant shall, actually made available to at Landlord's request or at the request of any such Successor Landlord; or (f) bound Fee Mortgagee, promptly execute and deliver such further instruments as may be reasonably required by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentsuch Fee Mortgagee.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Successor Landlord Lender succeeds to Landlord’s interest and in the Lease, Tenant gives notice of such act or omission will be bound to Successor Landlord); (b) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior Lender according to the time such Successor Landlord succeeded to Landlord’s interest, except Lease for the repayment of the balance of the Security Deposit (if any) remaining at the end term of the Lease term and any extension of the Lease as if Lender were the Landlord under the Lease, and Tenant will attorn to Lender as its Landlord, immediately upon Lender’s succeeding to the extent interest of Lardlord under the Lease; and Tenant will be obligated to pay rent to Lender upon Tenant’s receipt of written notice from Lender that it has succeeded to the interest of Landlord in the Lease Subject to Paragraph 4, upon such Successor attornment the rights and obligations of Tenant and Lender will be the same as they would have been if Lender had been landlord under the Lease. Notwithstanding the terms of this Paragraph 3, Tenant will be obligated to pay rent directly to Lender prior to Lender’s succeeding to Landlord’s interest in the Lease upon the earlier of Tenant’s receipt of a copy of (a) notice from Lender to Tenant that Landlord receives is in default under the remaining portion terms and conditions of the Security Deposit Note evidencing the Loan and/or the loan instruments securing same and that Landlord has failed to cure said default within the cure period permitted and instructing Tenant to pay all rents under the Lease to Lender from and after said notice, by virtue of the authority herein and in the Assignment of Rents and Leases recorded at O.R. Book , Page , Public Records of Pinellas County, Florida; (if anyb) from an order of sequestration in favor of Lender; or (c) notice of Lender having taken possession of the Premises either by consent or by the appointment of a receiver. Tenant is hereby expressly authorized and directed by Landlord and has not applied or retained the same to pay in accordance with ARTICLE 30 hereof; (e) bound by this Paragraph 3 any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by all amounts due Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this LeaseLease to Lender or such nominee as Lender may designate in writing delivered to and received by Tenant, but only to the extent that such repairs can reasonably be made from the net proceeds said Tenant being expressly relieved of any insurance and all duty, liability or condemnation awards, respectively, actually made available obligation to such Successor Landlord; or (f) bound by any modification, amendment or renewal Landlord in respect of this Lease made without Successor Landlord’s consentall payments so made.

Attornment. Subject to the non-disturbance provisions set forth in Section 20.2, Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord in respect of the land and the buildings governed by this Lease upon any foreclosure of any Mortgage upon such land or buildings or upon the execution of any deed in lieu of foreclosure in respect to such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the terms of this Lease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self-operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. If a requested, Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for herein; provided, however, that no such Mortgagee or Superior Lessor successor- in-interest shall succeed to be bound by any payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the rights express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, whether through possession or foreclosure action or delivery nor for the return of a new lease or deed, then at the request of such party so succeeding any sums which Tenant may have paid to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this LeaseLease as and for security deposits, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect asadvance rentals or otherwise, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or omission of Landlord (except to the extent that such act or omission continues beyond the date when such Successor sums are actually delivered by Landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to Successor Landlord); (b) subject to any defenseMortgagee. If Mortgagee, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (c) bound by any prepayment of more than one month’s Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior succeeding to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment interest of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs should become obligated to perform the Premises as a result covenants of damage by fire or other casualty or a partial condemnation pursuant to the provisions Landlord hereunder, then, upon, any further transfer of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consentinterest by Mortgagee, all such obligations shall terminate as to Mortgagee.

Attornment. If a Mortgagee Lender and Tenant agree that upon the conveyance of the Property by reason of the foreclosure of the Mortgage or Superior Lessor shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery acceptance of a new lease deed or deedassignment in lieu of foreclosure or otherwise, then the Lease shall not be terminated or affected thereby (at the request 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 party so succeeding to Landlord’s rights (“Successor Landlord”transfer) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease but shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord the Transferee and Tenant upon all of the terms, covenants and conditions and covenants as are set forth in this the Lease and in that event, Tenant agrees to attorn to the Transferee and the Transferee shall 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 applicable after such attornment except 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 Successor Landlord 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 Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord Landlord, whether prior to or after such foreclosure or sale, (except c) required to make any repairs to the extent 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 be obligated under the Lease to make such act repairs and shall have received sufficient casualty insurance proceeds or omission continues beyond condemnation awards to finance the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice completion of such act repairs, (d) required to make any capital improvements to the Property or omission to Successor Landlord); 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 defenseoffsets, claimdefenses, counterclaimabatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which the Transferee shall become the owner of the Property, set-off (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such sums are actually received by the Transferee, (g) bound by any payment of rents, additional rents or offsets other sums which Tenant may have against Landlord; (c) bound by any prepayment of paid more than one month’s Rent (1) month in advance to any prior landlord; Landlord unless (di) such sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound by any obligation to make any payment to Tenant which was required under the. Lease, or otherwise, to be made prior to the time such Successor Landlord the Transferee succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and has not applied or retained the same in accordance with ARTICLE 30 hereof; (ei) bound by any obligation to perform any work agreement amending, modifying or to make improvements terminating the Lease made without the Lender’s prior written consent prior to the Premises except for time the Transferee succeeded to Landlord’s interest or (xj) repairs and maintenance required to be bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made by Landlord under this Lease, and (y) repairs prior to the Premises as a result of damage by fire or time the Transferee succeeded to Landlord’s interest other casualty or a partial condemnation than if pursuant to the provisions of this the Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.