Common use of Attornment Clause in Contracts

Attornment. If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transfer.

Attornment. If the interests of Landlord under Tenant agrees that this Lease shall not be transferred voluntarily terminable by Tenant by reason of any foreclosure of a Leasehold Mortgage or any other mortgage affecting the Premises, nor by reason of the institution of any suit, 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 foreclosure or other proceedings for enforcement the termination of any mortgage on Prior Lease and that the Leased same shall not result in the cancellation or termination of this Lease by Tenant or of the obligations of Tenant hereunder. If at any time prior to the expiration of the Term, any Prior Lessor or Leasehold Mortgagee comes into possession of the Premises or a receiver shall be appointed for Landlord’s interest in the Premises, Tenant shallagrees, at the election and upon demand of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the PurchaserPrior Lessor or Leasehold Mortgagee in possession, as its landlordto attorn, said attornment from time to be effective and self-operative without the execution of time, to any further instruments, upon the Purchaser succeeding to such Prior Lessor or Leasehold Mortgagee or any person acquiring the interest of Landlord under as a result of any such Prior Lease termination or as a foreclosure of a Leasehold Mortgage or the granting of a deed or assignment in lieu of foreclosure, upon the then executory terms and conditions of this LeaseLease for the remainder of the Term. Notwithstanding The provisions of this Section 17.5 shall inure to the foregoingbenefit of any such successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of a Prior Lease or foreclosure of a Leasehold Mortgage, and shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, Tenant hereby agrees upon demand of any such successor Landlord, shall execute, from time 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 attornmenttime, to the extent instruments in confirmation of the then remaining balance of the Term forgoing provisions of this Lease and Section 17.5 reasonably satisfactory to any such extensions successor Landlord and renewalsTenant, acknowledging such attornment and setting forth in the terms and conditions of its tenancy. Nothing contained in this Section shall be and are the same as those set forth herein. In the event of construed to impair any right otherwise exercisable by any such transfer of successor Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transfer.

Attornment. If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer termination, re-entry or dispossession of LandlordSub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s interestsoption, Landlord attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) 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 and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to 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 demised hereby. Nothing in this Article 12 shall be released and relieved from all deemed to affect any liability and responsibility thereafter accruing that Sub-Sublandlord may have to Tenant under Sub-Subtenant pursuant to 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 transferSub-Sublease.

Attornment. (a) If Mortgagee takes possession of the interests Premises or acquires or succeeds to the interest of Landlord under this the Lease shall be transferred voluntarily or 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 other proceedings for enforcement otherwise acquiring the interest of any mortgage on Landlord under the Leased PremisesLease as a result of a Foreclosure (Purchaser), Tenant shallunder all of the provisions of the Lease, at the election of such transfereeexcept as provided in this Agreement, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, Term with the same force and effect as if the Mortgagee or Purchaser were Landlord under this Leaseis Landlord. In such event, and Tenant does hereby agree 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, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said . Said attornment to be and agreement are effective and self-operative without the execution of any further instruments (except for standard payment-authorization documents, including by way of example and not limitation, disclosures of beneficial interests and certificates of tax–and-employment-security compliance, that are required to be completed by parties receiving payments from state agencies) upon Mortgagee taking possession of the Premises or otherwise succeeding to the interests of Landlord under the Lease. Nevertheless, Tenant, Mortgagee, and Purchaser from time to time must execute and deliver such instruments evidencing such attornment and the provisions of item 2.(b) as Mortgagee, Purchaser, and Tenant may reasonably require. (b) From and after such attornment, Mortgagee or any Purchaser automatically is bound to Tenant under all the provisions of the Lease with the same force and effect as if originally entered between said parties without the execution of any further instruments; provided, upon however, Mortgagee or Purchaser are not: (i) liable for any act, omission, neglect, breach of obligation under the Lease, or Event of Default (as defined in the Lease) of any prior landlord (including Landlord) occurring before the date on which Mortgagee or Purchaser succeeding succeeds to the interest of Landlord under in the Premises or obtains possession of the Premises, except as provided in item 2.(c) of this Lease. Notwithstanding the foregoingAgreement; 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 hereby agrees 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 execute assert against Mortgagee or Purchaser any instrument(soffset, defense, or both, otherwise available to Tenant because of events occurring or continuing after the date of attornment; (iii) which Landlord bound by any payment of any rent that Tenant may deem desirable have made to evidence said attornment 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 Tenant. The respective 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 Purchaser Premises or termination of the Lease, in whole or in part, agreed upon such attornment, between any prior landlord (including Landlord) and Tenant unless effected pursuant to the extent express provisions of the then remaining balance 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 Term passage of this Lease time, or both would constitute an Event of Default by Landlord under the Lease, Mortgagee or any Purchaser is subject to any and any all claims, offsets, and defenses of Tenant arising from such extensions and renewalsact or omission, shall be and are the same as those set forth herein. In the event provided that Mortgagee receives notice of such transfer of Landlord’s interests, Landlord shall be released act or omission and relieved from all liability and responsibility thereafter accruing is given an opportunity to Tenant under cure same (subject to Tenant's right to take emergency self-help action as provided in the Lease) as required by 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 transferAgreement.

Attornment. If the interests of Landlord Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall be transferred voluntarily 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 by reason buildings or upon the execution of any deed in lieu of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound in respect to such transferee (herein sometimes called Mortgage. Tenant shall pay all rental payments required to be made pursuant to the “Purchaser”) terms of this Lease for the balance duration of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under of this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said . Tenant’s attornment to shall be effective and self-operative without the execution of any further instrumentsinstrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. If requested, upon Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for herein; provided, however, that no such Mortgagee or successor- in-interest shall 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 Purchaser express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, nor for the return of any sums which Tenant may have paid to Landlord under this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Landlord to Mortgagee. If Mortgagee, by succeeding to the interest of Landlord under this Lease. Notwithstanding , should become obligated to perform the foregoingcovenants of Landlord hereunder, howeverthen, Tenant hereby agrees to execute upon, 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such further transfer of Landlord’s interestsinterest by Mortgagee, Landlord all such obligations shall be released and relieved from all liability and responsibility thereafter accruing terminate as 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 transferMortgagee.

Attornment. If It is further agreed that (a) if any Mortgage shall be foreclosed, or if any Ground Lease be terminated, (i) the interests liability of the Mortgagee or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease shall exist only so long as such Mortgagee, purchaser or owner is the owner of the Building or the land on which the Building is located, and such liability shall not continue or survive after further transfer of ownership; and (ii) upon request of the Mortgagee, if the Mortgage shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premisesforeclosed, Tenant shallwill attorn, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord Tenant under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee purchaser at any foreclosure sale under any such mortgage Mortgage or upon request of the Ground Lessor, if it any Ground Lease shall be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, howeverterminated, 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same will attorn as those set forth herein. In the event of such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease to the Ground Lessor, and Tenant will execute such instruments as may be necessary or appropriate to evidence such attornment; (b) this Lease may not be modified or amended so as to reduce the Rent or shorten the Term provided hereunder, or so as to adversely affect in any other respect to any material extent the rights of Landlord or its successor, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the First Mortgagee; and (c) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, that may give or purport to give Tenant any right to terminate or otherwise and adversely affect Landlord’s successor interest in this Lease or reduce or limit the obligations of Tenant hereunder in the event of the prosecution or completion of any such foreclosure proceeding. No Mortgagee or any purchaser at a foreclosure sale shall be liable for any act or omission of Landlord which occurred prior to such sale or conveyance, nor shall Tenant be entitled to any offset against or deduction from Rent due after such date by acceptance reason of any act or omission of Landlord prior to such date. Further, Tenant agrees that no Mortgagee shall be bound by the prepayment of Rent from Tenant hereunder shall become liable and responsible to Tenant made in respect to all obligations excess of Landlord under this Lease accruing from and after thirty (30) days before the date of on which such transferpayment is due.

Attornment. If In the interests of Landlord under this Lease event that the Lender forecloses upon the Property, then: (a) Tenant shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called Lender, and Lender shall be bound to Tenant, under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof thereof remaining, and any extensions or renewals thereof which may be effected in accordance with any option therefor contained in the terms and provisions hereofLease, with the same force and effect as if Lender were the Purchaser were Landlord original landlord under the Lease, except that Paragraph 3(b) below and the other provisions of this Agreement shall modify the Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, Lender as its landlord, said attornment to be effective and self-operative without the execution of any further instruments; provided, upon 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: (1) be liable for any act or omission of any prior landlord (including Landlord); (2) be obligated to cure any defaults of any prior landlord (including Landlord) which occurred prior to the Purchaser succeeding date that Lender succeeded to the interest of Landlord such prior landlord under this the Lease. Notwithstanding the foregoing, 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing ; 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 offsets or defenses which Tenant may be entitled to assert against any prior landlord (including Landlord) with respect to events occurring prior to the date Lender succeeded to Landlord’s interest; (4) be bound by any Annual Rent or other amounts paid by Tenant to any prior landlord (including Landlord) more than one (1) month in advance of the date that Lender succeeded to the interest of such transferprior landlord under the Lease; or (5) be bound by any amendment or modification of the Lease or any supplemental agreement made without the written consent of Lender, such consent not to be unreasonably withheld.

Attornment. If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage and/or ground lease on the Leased Premises, Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called the “"Purchaser”") for the remaining balance of the term hereof remainingTerm, and any extensions or renewals thereof which may be effected effective in accordance with the terms and provisions hereof, hereof with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee Mortgagee under any such mortgage and/or lessor under any such ground lease if it be the Purchaser, as its landlordLandlord, said attornment to be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’s '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 's successor by acceptance of Rent rent from Tenant hereunder shall become liable and responsible to Tenant in respect to in all obligations of the Landlord under this Lease accruing from and after the date of such transferLease.

Attornment. If the interests interest of Landlord under this Lease shall be any Grantor in any of the Intellectual Property Rights is transferred voluntarily or by reason of, or assigned in lieu of foreclosure or other proceedings for enforcement of, the Credit Documents, then, subject to the provisions set forth herein, the NEC License with respect to such Intellectual Property Rights shall nevertheless continue in full force and effect and, upon the Administrative Agent’s written request, the Licensee shall attorn to the transferee of any mortgage on such Intellectual Property Rights (the Leased Premises“Intellectual Property Transferee”). Although the foregoing provisions shall be self-operative, Tenant shallin order to confirm such attornment, upon the Administrative Agent’s request, the Licensee shall execute and 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 election Administrative Agent’s sole cost and expense, confirming the foregoing attornment and providing that all the terms, covenants, and conditions of such transferee, the NEC License on the Licensee’s part will be bound to such transferee (herein sometimes called the “Purchaser”) performed for the balance benefit of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, Intellectual Property Transferee with the same force and effect as if the Purchaser Intellectual Property Transferee were Landlord under this Leasethe originally named licensor of such Intellectual Property Rights in the NEC License, and Tenant does hereby agree to attorn or (ii) a new license with respect to the Purchasertransferred Intellectual Property Rights with the Intellectual Property Transferee, including as licensor, for the mortgagee remaining term of the NEC License with respect to the transferred Intellectual Property Rights and otherwise on the same terms and conditions and with the same options, if any, then remaining. Nothing herein contained shall be construed to obligate the Administrative Agent to cure any default by any Grantor under the NEC License occurring prior to the 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 mortgage if it be default except, in the Purchaser, as its landlord, said attornment to be effective and self-operative without case of the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 attornmentIntellectual Property Transferee, to the extent of that such default continues after the then remaining balance of Intellectual Property Transferee takes title to the Term of this Lease transferred Intellectual Property Rights and any such extensions and renewals, shall be and are the same as those set forth herein. In Intellectual Property Transferee has assumed the event of such transfer of Landlord’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 obligations with respect to all obligations of Landlord under this Lease accruing from the NEC License as provided in clauses (i) and after the date of such transfer(ii) above.

Attornment. If the interests of Landlord under Tenant agrees that this Lease shall not be transferred voluntarily terminable by Tenant by reason of any foreclosure of a Leasehold Mortgage or any other mortgage affecting the Premises, nor by reason of the institution of any suit, 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 foreclosure or other proceedings for enforcement the termination of any mortgage on Prior Lease and that the Leased same shall not result in the cancellation or termination of this Lease by Tenant or of the obligations of Tenant hereunder. If at any time prior to the expiration of the Term, any Prior Lessor or Leasehold Mortgagee comes into possession of the Premises or a receiver shall be appointed for Landlord’s interest in the Premises, Tenant shallagrees, at the election and upon demand of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the PurchaserPrior Lessor or Leasehold Mortgagee in possession, as its landlordto attorn, said attornment from time to be effective and self-operative without the execution of time, to any further instruments, upon the Purchaser succeeding to such Prior Lessor or Leasehold Mortgagee or any person acquiring the interest of Landlord under as a result of any such Prior Lease termination or as a result of a foreclosure of a Leasehold Mortgage or the granting of a deed or assignment in lieu of foreclosure, upon the then executory terms and conditions of this LeaseLease for the remainder of the Term. Notwithstanding The provisions of this Section 17.5 shall inure to the foregoingbenefit of any such successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of a Prior Lease or foreclosure of a Leasehold Mortgage, and shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, Tenant hereby agrees upon demand of any such successor Landlord, shall execute, from time 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 attornmenttime, to the extent instruments in confirmation of the then remaining balance of the Term forgoing provisions of this Lease and Section 17.5 reasonably satisfactory to any such extensions successor Landlord and renewalsTenant, acknowledging such attornment and setting forth in the terms and conditions of its tenancy. Nothing contained in this Section shall be and are the same as those set forth herein. In the event of construed to impair any right otherwise exercisable by any such transfer of successor Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transfer.

Attornment. If a Mortgagee or any other Person shall succeed to the interests rights of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant does hereby agree shall be deemed to attorn have attorned to the Purchaser, including the mortgagee under any and recognized such mortgage if it be the Purchaser, successor landlord as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoingThe provisions of this Article 32 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant hereby agrees to shall promptly execute and deliver any instrument(sinstrument that such successor landlord may reasonably request (1) which Landlord may deem desirable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon 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, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) 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 succeeds to Landlord’s interest and Tenant gives notice of such act or omission to such successor landlord); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; (iii) bound by any prepayment of more than one (1) month’s Rent to any prior landlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the then remaining balance of the Term time such successor landlord succeeded to Landlord’s interest; (v) bound by any modification, amendment or renewal of this Lease and made without the consent of any such extensions and renewals, shall be and are the same as those set forth herein. In the event Mortgagee of such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing which Tenant has been provided notice; or (vi) obligated to Tenant under this Lease or otherwise and Landlord’s return any security deposit not actually received by any 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 transferlandlord.

Attornment. (a) If Mortgagee takes possession of the interests Premises or acquires or succeeds to the interest of Landlord under this the Lease shall be transferred voluntarily or 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 other proceedings for enforcement otherwise acquiring the interest of any mortgage on Landlord under the Leased PremisesLease as a result of a Foreclosure (Purchaser), Tenant shallunder all of the provisions of the Lease, at the election of such transfereeexcept as provided in this Agreement, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, Term with the same force and effect as if the Mortgagee or Purchaser were Landlord under this Leaseis Landlord. In such event, and Tenant does hereby agree 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, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said . Said attornment to be and agreement are effective and self-self- operative without the execution of any further instruments (except for standard payment- authorization documents, including by way of example and not limitation, disclosures of beneficial interests and certificates of tax–and-employment-security compliance, that are required to be completed by parties receiving payments from state agencies) upon Mortgagee taking possession of the Premises or otherwise succeeding to the interests of Landlord under the Lease. Nevertheless, Tenant, Mortgagee, and Purchaser from time to time must execute and deliver such instruments evidencing such attornment and the provisions of item 2.(b) as Mortgagee, Purchaser, and Tenant may reasonably require. (b) From and after such attornment, Mortgagee or any Purchaser automatically is bound to Tenant under all the provisions of the Lease with the same force and effect as if originally entered between said parties without the execution of any further instruments; provided, upon however, Mortgagee or Purchaser are not: (i) liable for any act, omission, neglect, breach of obligation under the Lease, or Event of Default (as defined in the Lease) of any prior landlord (including Landlord) occurring before the date on which Mortgagee or Purchaser succeeding succeeds to the interest of Landlord under in the Premises or obtains possession of the Premises, except as provided in item 2.(c) of this Lease. Notwithstanding the foregoingAgreement; 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 hereby agrees 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 execute assert against Mortgagee or Purchaser any instrument(soffset, defense, or both, otherwise available to Tenant because of events occurring or continuing after the date of attornment; (iii) which Landlord bound by any payment of any rent that Tenant may deem desirable have made to evidence said attornment 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 Tenant. The respective 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 Purchaser Premises or termination of the Lease, in whole or in part, agreed upon such attornment, between any prior landlord (including Landlord) and Tenant unless effected pursuant to the extent express provisions of the then remaining balance 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 Term passage of this Lease time, or both would constitute an Event of Default by Landlord under the Lease, Mortgagee or any Purchaser is subject to any and any all claims, offsets, and defenses of Tenant arising from such extensions and renewalsact or omission, shall be and are the same as those set forth herein. In the event provided that Mortgagee receives notice of such transfer of Landlord’s interests, Landlord shall be released act or omission and relieved from all liability and responsibility thereafter accruing is given an opportunity to Tenant under cure same (subject to Tenant's right to take emergency self-help action as provided in the Lease) as required by 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 transferAgreement.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the interests 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 transferred voluntarily applicable after such attornment except that Successor Landlord shall not be: (a) liable for any act or by reason omission of foreclosure Landlord (except to the extent such act or other proceedings for enforcement of any mortgage on omission continues beyond the Leased Premises, date when such Successor Landlord succeeds to Landlord’s interest and Tenant shall, at the election gives notice of such transfereeact 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 bound made prior to the time such transferee (herein sometimes called Successor Landlord succeeded to Landlord’s interest, except for the “Purchaser”) for repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term hereof remaining, to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and any extensions has not applied or renewals thereof which may be effected retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the terms Premises except for (x) repairs and provisions hereof, with the same force and effect as if the Purchaser were maintenance required to be made by Landlord under this Lease, and Tenant does hereby agree to attorn (y) repairs to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, Premises as its landlord, said attornment to be effective and self-operative without the execution a result of any further instruments, upon the Purchaser succeeding damage by fire or other casualty or a partial condemnation pursuant to the interest provisions of Landlord under this Lease. Notwithstanding the foregoing, 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, but only to the extent that such repairs can reasonably be made from the net proceeds of the then remaining balance of the Term 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 and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of made without Successor Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferconsent.

Attornment. If a Mortgagee or Superior Lessor shall succeed to the interests 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 transferred voluntarily applicable after such attornment except that Successor Landlord shalt not be: (a) liable for any act or by reason omission of foreclosure Landlord (except to the extent such act or other proceedings for enforcement of any mortgage on omission continues beyond the Leased Premises, date when such Successor Landlord succeeds to Landlord’s interest and Tenant shall, at the election gives notice of such transfereeact 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 bound made prior to the time such transferee (herein sometimes called Successor Landlord succeeded to Landlord’s interest, except for the “Purchaser”) for repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term hereof remaining, to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and any extensions has not applied or renewals thereof which may be effected retained the same in accordance with ARTICLE 30 hereof; (e) bound by any obligation to perform any work or to make improvements to the terms Premises except for (x) repairs and provisions hereof, with the same force and effect as if the Purchaser were maintenance required to be made by Landlord under this Lease, and Tenant does hereby agree to attorn (y) repairs to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, Premises as its landlord, said attornment to be effective and self-operative without the execution a result of any further instruments, upon the Purchaser succeeding damage by fire or other casualty or a partial condemnation pursuant to the interest provisions of Landlord under this Lease. Notwithstanding the foregoing, 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, but only to the extent that such repairs can reasonably be made from the net proceeds of the then remaining balance of the Term 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 and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of made without Successor Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferconsent.

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

Attornment. If Unless the Lease is terminated in accordance with Paragraphs 2 or 4 of this Agreement or in accordance with the terms of the Lease, if the interests of the Landlord under this the Lease shall be transferred voluntarily or by reason of the exercise of power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceedings 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 mortgage on provisions of the Leased PremisesMortgage, Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called the “Purchaser”) Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereof, Leases with the same force and effect as if the Purchaser or Lender were Landlord the lessor under this the Lease, and Tenant Tenant, as Lessee under the Lease, does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage Purchaser and Lender if it be takes possession of the PurchaserProperty, as its landlord, said lessor under the Lease. Such attornment to shall be effective and self-operative without the execution of any further instruments, instruments upon the succession by Purchaser succeeding to the interest of Landlord the lessor under this Leasethe lease or the taking of possession of the Property by Lender. Notwithstanding the foregoing, howeverNevertheless, Tenant hereby agrees shall, from time to time, execute any instrument(s) which Landlord and deliver such instruments evidencing such attornment as Purchaser or Lender may deem desirable to evidence said attornment by Tenantreasonably require. The respective rights and obligations of Tenant Purchaser, Lender and of the Purchaser lessee under the Lease upon such attornment, to the extent of the then remaining balance of the Term term of this the Lease and any such extensions and renewals, shall be and are the same as those now set forth in the Lease, except as otherwise expressly provided herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transfer.

Attornment. If Master Landlord, by executing this document, agrees ---------- that until a default shall occur in the interests performance of Landlord Sublessor's obligations under the Master Lease, that Sublessor may receive, collect and enjoy the Rent accruing under this Lease Sublease. However, if Sublessor shall default in the performance of its obligations to Master Landlord then Master Landlord may at its option, receive and collect, directly from Sublessee, all Rent owing and to be transferred voluntarily or owed under this Sublease. Master Landlord shall not, by reason of foreclosure or other proceedings the collection of the Rent from Sublessee, be deemed liable to Sublessee for enforcement any failure of the Sublessor to perform and comply with Sublessor's remaining obligations. Sublessor hereby irrevocably authorizes and directs Sublessee upon receipt of any mortgage on written notice from the Leased Premises, Tenant shall, at Master Landlord stating that a default exists in the election performance of Sublessor's obligations under the Master Lease to pay to Master Landlord the Rent due and to become due under this Sublease. Sublessor agrees that Sublessee shall have the right to rely upon any such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remainingstatement and request from Master Landlord, and that Sublessee shall pay such Rent to Master Landlord without any extensions obligations or renewals thereof which may be effected in accordance with the terms right to inquire as to whether such default exists and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn notwithstanding any notice from or claim from Sublessor to the Purchaser, including the mortgagee under contrary and Sublessor shall have no right or claim against Sublessee for any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment Rent so paid by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth hereinSublessee. In the event that Sublessor shall default in its obligations under the Master Lease, then Master Landlord, at its option and without being obligated to do so, may require Sublessee to attorn to Master Landlord in which event Master Landlord shall undertake the obligations of Sublessor under this Sublease from the time of the exercise of said option to termination of this Sublease but Master Landlord shall not be liable for any prepaid Rent nor any Deposit paid by Sublessee, nor shall Master Landlord be liable for any other defaults of the Sublessor under the Sublease. In the event that Sublessor defaults under its obligations to be performed under the Master Lease by Sublessor, Master Landlord agrees to deliver to Sublessee a copy of any such notice of default. Sublessee shall have the right to cure any default of Sublessor described in any notice of default within ten (10) days after service of such transfer notice of Landlord’s interestsdefault on Sublessee. If such default is cured by Sublessee, Landlord then Sublessee shall be released have the right of reimbursement 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 offset from and after the date of such transferagainst Sublessor.

Attornment. If the interests of Landlord under this the Lease shall be transferred voluntarily to any superior Mortgagee or other purchaser or person taking title to the Building by reason of foreclosure or other proceedings for enforcement the termination of any superior lease or the foreclosure of any superior mortgage on the Leased Premisesor deed of trust, Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called Successor Landlord under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if Successor Landlord were the Purchaser were Landlord landlord under this the Lease, and Tenant does hereby agree to shall attorn to the Purchaser, including the mortgagee and recognize as Tenant’s landlord under any this Lease such mortgage if it be the PurchaserSuccessor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser 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. Notwithstanding the foregoing, however, Tenant hereby Landlord agrees to execute any instrument(s) which 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 NonDisturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord may deem desirable is unable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and obtain a Non-Disturbance Agreement from 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 interestsMortgagee, Landlord shall be released and relieved from all liability and responsibility thereafter accruing have no further obligation 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 with respect to all obligations of Landlord under this Lease accruing from and after the date of such transferthereto.

Attornment. If the interests of Landlord under this Lease is terminated prior to the expiration of its Term and provided Lessor has entered into a subordination, non-disturbance and attornment agreement with such Sublessee, then, so long as each Sublessee complies with the terms and conditions set forth in its Sublease and shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premisesattorn thereunder directly to Lessor, Tenant shall, at the election of such transferee, be bound Lessor shall attorn to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected Sublessee in accordance with the terms and provisions hereof, with term of the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoingapplicable Sublease; provided, 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 each of the then remaining balance following conditions have been satisfied: (i) Lessor’s obligations thereunder shall be no greater and its rights no less than those set forth in this Lease. (ii) 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 Term termination of this Lease and a 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; provided, however, that if a Sublessee receives conflicting written notices demanding payment or performance from Lessor and Lessee, such extensions 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 and renewalspayment or performance when and as ordered by such court shall constitute full performance. So long as a Sublessee has made payment or performance to Lessor or interpleaded such matters and is not subject to termination for default of the applicable Sublease, Lessor shall be not join that Sublessee as a party defendant in any action or proceeding or take any other action for the purpose of terminating said Sublessee’s interest and are estate because of any default under or termination of this Lease. Moreover, notwithstanding the same termination of this Lease, so long as those set forth herein. In Lessee has complied with the event requirements hereof relating to Subleases, Lessor shall recognize any and all Subleases entered into 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. (iii) The aggregate rent under of such transfer of Landlord’s interests, Landlord shall be released all Subleases is sufficient to timely pay in full all Rent due and relieved from all liability and responsibility thereafter accruing to Tenant payable under this Lease or otherwise Lease. (iv) Each Sublessee shall have entered into a Non-Disturbance and Landlord’s successor by acceptance of Rent from Tenant hereunder shall become liable and responsible Attornment Agreement with Lessor in a form acceptable to Tenant Lessor in respect to all obligations of Landlord under this Lease accruing from and after the date of such transferits sole but reasonable discretion.

Attornment. If the interests interest of Landlord under this Lease shall be any Grantor in any of the Intellectual Property Rights is transferred voluntarily or by reason of, or assigned in lieu of foreclosure or other proceedings for enforcement of, the Indenture Documents, then, subject to the provisions set forth herein, the NEC License with respect to such Intellectual Property Rights shall nevertheless continue in full force and effect and, upon the Collateral Agent’s written request, acting at the direction of any mortgage on the Leased PremisesRequired Holders, Tenant shallthe 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 Collateral Agent’s request, acting at the direction of the Required Holders, the Licensee shall execute and deliver to the Collateral Agent (i) an agreement of attornment in form and content reasonably satisfactory to the Collateral Agent, acting at the direction of the Required Holders, and the Licensee, at the election Collateral Agent’s sole cost and expense, confirming the foregoing attornment and providing that all the terms, covenants, and conditions of such transferee, the NEC License on the Licensee’s part will be bound to such transferee (herein sometimes called the “Purchaser”) performed for the balance benefit of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, Intellectual Property Transferee with the same force and effect as if the Purchaser Intellectual Property Transferee were Landlord under this Leasethe originally named licensor of such Intellectual Property Rights in the NEC License, and Tenant does hereby agree to attorn or (ii) a new license with respect to the Purchasertransferred Intellectual Property Rights with the Intellectual Property Transferee, including as licensor, for the mortgagee remaining term of the NEC License with respect to the transferred Intellectual Property Rights and otherwise on the same terms and conditions and with the same options, if any, then remaining. Nothing herein contained shall be construed to obligate the Collateral Agent to cure any default by any Grantor under the NEC License occurring prior to the date on which the Intellectual Property Transferee succeeds to the Borrowers’ and the Grantor’s rights, it being expressly agreed that under no circumstances shall the Collateral Agent or the Intellectual Property Transferee be obligated to remedy any such mortgage if it be default except, in the Purchaser, as its landlord, said attornment to be effective and self-operative without case of the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 attornmentIntellectual Property Transferee, to the extent of that such default continues after the then remaining balance of Intellectual Property Transferee takes title to the Term of this Lease transferred Intellectual Property Rights and any such extensions and renewals, shall be and are the same as those set forth herein. In Intellectual Property Transferee has assumed the event of such transfer of Landlord’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 obligations with respect to all obligations of Landlord under this Lease accruing from the NEC License as provided in clauses (i) and after the date of such transfer(ii) above.

Attornment. If the interests of Landlord under this the Lease shall be ----------- transferred voluntarily to any superior Mortgagee or other purchaser or person taking title to the Building by reason of foreclosure or other proceedings for enforcement the termination of any superior lease or the foreclosure of any superior mortgage on the Leased Premisesor deed of trust, Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called Successor Landlord under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if Successor Landlord were the Purchaser were Landlord landlord under this the Lease, and Tenant does hereby agree to shall attorn to the Purchaser, including the mortgagee and recognize as Tenant's landlord under any this Lease such mortgage if it be the PurchaserSuccessor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser 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. Notwithstanding the foregoing, however, Tenant hereby Landlord agrees to execute any instrument(s) which use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord may deem desirable is unable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and obtain a Non-Disturbance Agreement from 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 interestsMortgagee, Landlord shall be released and relieved from all liability and responsibility thereafter accruing have no further obligation 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 with respect to all obligations of Landlord under this Lease accruing from and after the date of such transferthereto.

Attornment. If the interests of Landlord under this Lease shall All subleases entered into by Tenant will be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound subject to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the all terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under conditions of this Lease, and each sublease will specifically state this fact. If this Lease terminates for any reason, all Sublessees will recognize County as the successor to Tenant does hereby agree under their respective subleases, and will render performance thereunder to County as if the sublease were executed directly between County and the Sublessees; provided, however, County agrees that, upon such termination, so long as a Sublessee has entered into an approved form sublease and is not in default under its sublease, County agrees to be bound by all of the terms 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 Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, County and recognize County as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord lessor under this Lease. Notwithstanding the foregoingsublease; provided, however, Tenant hereby 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 execute any instrument(s) which Landlord may deem desirable to evidence said attornment be bound by Tenant. The respective rights all the terms and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term conditions of this sublease. In the event this Lease is terminated for any reason, all Sublessees will be liable to County for their payment of rents and any such extensions fees and renewals, shall will be subject to all the provisions and are the same as those set forth hereinterms contained in their subleases. In the event of such transfer a termination of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease as a result of the default of Tenant hereunder, County hereby agrees that any sublease or otherwise and Landlord’s successor by acceptance other occupant of Rent from Tenant hereunder the Improvements now or hereafter located on the Premises shall become liable and responsible to Tenant not be disturbed so long as any such sublease or other occupant is not then in respect to all obligations default under the terms of Landlord under this Lease accruing from and the applicable sublease or other agreement after the date expiration of applicable notice and cure periods. At Tenant’s request, County hereby agrees to provide a non-disturbance agreement in the form attached hereto as Exhibit F to any such transfersubtenant or occupant within five (5) business days of written request therefor.

Attornment. If Tenant hereby agrees that in the interests event of a foreclosure sale or deed in lieu of foreclosure under the Mortgage, Tenant will and hereby does attom to the foreclosure successor so that the Lease and the relationship of Landlord and Tenant shall exist between such foreclosure successor and Tenant; provided, however, that if the foreclosure successor is Lender, its successor or assigns, Lender shall not be: a. liable for any act or omission of any prior landlord (including the Borrower), except with respect to defaults continuing on the date that such Lender succeeded to Landlord's interest under this the Lease, in each case to the extent such Lender received prior written notice detailing such default(s) and an opportunity to cure same pursuant to Section 6 hereof; or b. subject to any offsets or defenses which Tenant might have against 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 Lender received prior written notice detailing such default(s) and an opportunity to cure same pursuant to Section 6 hereof; Lender acknowledges that its exclusion from liability, offset and defenses set forth in (a) and (b) above shall not apply to actions or omissions of Lender from and after the date it becomes the foreclosure successor; or c. bound by any 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 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 or the Property or any part thereof. Such attornment shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be deemed effective and self-operative without the execution necessity of executing any further instruments, instrument immediately upon the Purchaser succeeding Lender's or foreclosure successor's succession to the interest of Landlord under this Lease. Notwithstanding the foregoing, 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, Borrower to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferProperty.

Attornment. If Landlord’s interest in the interests Premises is transferred to or acquired by a Fee Mortgagee or any purchaser at a foreclosure sale (a “Foreclosure Purchaser”), (i) Tenant shall be bound to such Fee Mortgagee or Foreclosure Purchaser under the terms of Landlord under this Lease, (ii) Tenant shall thereafter attorn to such Fee Mortgagee or Foreclosure Purchaser, as the landlord hereunder, after it is notified of such transfer, unless this Lease is terminated in accordance with the provisions contained in this Lease, and (iii) such Fee Mortgagee or Foreclosure Purchaser shall be transferred voluntarily or bound by reason all of foreclosure or the terms of this Lease that are applicable to Landlord and shall, subject to the other proceedings for enforcement terms of any mortgage on the Leased Premisesthis section, satisfy all of Landlord’s obligations and liabilities hereunder. The foregoing provision shall be self-operative; provided, however, Tenant shall, at upon written demand, execute documentation confirming the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions matters set forth in this section. Any Fee Mortgagee or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Foreclosure Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding in the foregoingPremises shall not be (i) bound by any payment of Rent made by Tenant more than one (1) month in advance, however(ii) liable due to any act or omission of a prior landlord (including, 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 attornmentwithout limitation, Landlord), provided to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 default 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 is continuing, such Fee Mortgagee or Foreclosure Purchaser, as applicable, shall be responsible for curing the same after it acquires Landlord’s interest in the Premises, (iii) subject to any offsets or defenses of Tenant arising or related to periods prior to the date the Fee Mortgagee or Foreclosure Purchaser acquires such interest, or (iv) responsible for any security or other deposit not transferred to it or (v) bound by any amendment of such transferthis Lease that is not approved by it, in writing, or is not in writing and signed both by Xxxxxx and Landlord.

Attornment. If Lender and Tenant agree that if Lender shall succeed to the interests rights of Landlord under this the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be transferred voluntarily terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in 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 govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (b) liable (i) for 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 foreclosure condemnation unless Lender shall be obligated under the Lease to make such repairs, and shall have received sufficient casualty insurance proceeds or other proceedings for enforcement of any mortgage on condemnation awards to finance the Leased Premises, Tenant shall, at the election completion of such transfereerepairs; (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, be bound but had not completed, or to such transferee perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease (herein sometimes called e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the “Purchaser”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 balance return of the term hereof remainingrental security deposits, and any extensions or renewals thereof which may be effected if any, paid by Tenant to Landlord in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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, except to the extent such sums are actually received by Lender; (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by Lender; (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time 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; or (j) bound by any assignment of the then remaining balance Lease or sublease of the Term of this Lease and Property, or any such extensions and renewalsportion thereof, shall be and are made prior to the same as those set forth herein. In the event of such transfer of time Lender succeeded to Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing interest other than if pursuant to Tenant under this Lease or otherwise and Landlord’s successor by acceptance the provisions 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 transferLease.

Attornment. (a) If the interests interest of Landlord under this Owner in the Lease shall be transferred voluntarily is acquired by Fee Secured Party, whether by purchase and sale, foreclosure, deed in lieu of foreclosure, or in any other way, action, or proceeding, or by reason of any assignee or successor to Fee Secured Party, including, without limitation, any purchaser at a foreclosure or other proceedings for enforcement of any mortgage on the Leased Premisessale, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to Lessee shall attorn to the PurchaserFee Secured Party, including the mortgagee under any such mortgage if it be the Purchaser, as or its landlordsuccessors and assigns, said attornment to be effective and self-operative immediately upon Fee Secured Party’s or its successor’s or assign’s succeeding to the interests of Owner in the Lease without the execution of any further instrumentsother instruments on the part of any party hereto. (b) 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 Purchaser 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 liability to Owner for all payments so made. Xxxxxx agrees that, upon receipt of such notice, it will pay all monies then due and becoming due from Lessee under the Lease to or as directed by Fee Secured Party, notwithstanding any provision of the Lease to the contrary. Such payments shall continue until Fee Secured Party directs Lessee otherwise in writing. (c) 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 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 the Owner in the Lease, or its successors and assigns, said attornment to be effective and self-operative immediately upon Collateral Agent’s or its successor’s or assign’s succeeding to the interest interests of Landlord under this Lease. Notwithstanding Lessee in the foregoingLease without the execution of any other instruments on the part of any party hereto ; provided, however, Tenant hereby agrees that the Collateral Agent or such successor shall not (i) be bound by any obligation to execute pay for any instrument(s) which Landlord may deem desirable to evidence said attornment damages caused by Tenant. The respective rights and obligations of Tenant and Lessee under the Purchaser upon such attornment, Lease that occurred prior to the extent date of the then remaining 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 Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’s intereststitle, Landlord shall or (iii) be released and relieved from all liability and responsibility thereafter accruing bound by any amendments to Tenant under this the Lease or otherwise and Landlord’s successor not received by acceptance of Rent from Tenant hereunder shall become liable and responsible the Collateral Agent prior to Tenant in respect to all obligations of Landlord under this Lease accruing from and after the date of such transferforeclosure or other action not consented to by the Collateral Agent.

Attornment. If the interests of Landlord under this the Lease shall be transferred voluntarily to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of foreclosure or other proceedings for enforcement the termination of any superior lease or the foreclosure of any superior mortgage on or deed of trust, and so long as such Successor Landlord or Mortgagee agrees not to disturb Tenant’s possession of the Leased PremisesPremises under this Lease, Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called Successor Landlord under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if Successor Landlord were the Purchaser were Landlord landlord under this the Lease, and Tenant does hereby agree to shall attorn to the Purchaser, including the mortgagee and recognize as Tenant’s landlord under any this Lease such mortgage if it be the PurchaserSuccessor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser 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 the landlord under this Lease. Notwithstanding Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the foregoingattornment described in this Section 17.2. Concurrently, howeverupon written request from Tenant, and provided Tenant hereby is not in default under this Lease, Landlord agrees to execute use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord, ground lessor or master lessor (if different from Landlord), or any instrument(s) which Mortgagee. 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 may deem desirable is unable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and obtain a Non-Disturbance Agreement from 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 interestsMortgagee, Landlord shall be released and relieved from all liability and responsibility thereafter accruing have no further obligation 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 with respect to all obligations of Landlord under this Lease accruing from and after the date of such transferthereto.

Attornment. If Upon written request of a Successor Landlord (as such term is defined below), Tenant will attorn to any transferee of Landlord’s interest in the interests Project that succeeds Landlord by reason of a termination, foreclosure or enforcement proceeding of an Encumbrance, or by delivery of a deed in lieu of any foreclosure or proceeding (a “Successor Landlord”), provided that either the holder of such Encumbrance entered into an SNDA with respect to this Lease or the Successor Landlord agrees to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease shall be transferred voluntarily beyond any applicable grace or by reason of foreclosure or other proceedings for enforcement of any mortgage on cure period. In this event, the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected Lease will continue in accordance with the terms and provisions hereof, with the same full force and effect as if a direct lease between the Purchaser were Successor Landlord and Tenant on all of the terms of this Lease, except that the Successor Landlord shall not be: (a) Liable for any obligation of Landlord under this Lease, and Tenant does hereby agree except for any continuing default by Landlord (such as, for example, a default with respect to attorn a repair obligation), or be subject to the Purchaserany counterclaim, including the mortgagee under defense or offset accruing before Successor Landlord succeeds to Landlord’s interest; (b) Bound by any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term modification or amendment of this Lease entered into after the applicable Encumbrance was recorded against the Project and any such extensions and renewals, shall be and are made without the same as those set forth herein. In the event written consent of such transfer Encumbrance holder, except for any amendment or modification of Landlordthis Lease pursuant to Tenant’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing strict exercise of an express right or option granted to Tenant under this Lease Lease; (c) Bound by any prepayment of more than one month’s Rent; (d) Obligated to return any security deposit not paid over to Successor Landlord; or (e) Obligated to perform any improvements to the Premises (or otherwise and provide an allowance therefor), except for the completion of Landlord’s successor by acceptance of Rent from Work. Upon Successor Landlord’s request, Tenant hereunder shall become liable will, without charge, promptly execute, acknowledge and responsible deliver to Tenant in Successor Landlord any instrument reasonably necessary to evidence such attornment, provided that such instrument includes non-disturbance protection with respect to all obligations of Landlord under this Lease accruing from and after the date of such transferLease.

Attornment. If The Mortgagor attorns and becomes tenant from week to week to the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance Mortgagee of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after Mortgaged Property commencing on the date of such transfer.this mortgage at a weekly rental equal to and varying in amount with the interest accruing under this Mortgage from day to day for one week (or if no interest is payable, a rental of 1(cent) per week). Such rent is to be paid by weekly payments if demanded by the Mortgagee but until demanded to be paid on the days appointed for payment of interest (or if no interest is payable, capital payments) under this mortgage. All rent received by the Mortgagee by virtue of this attornment will be applied towards satisfaction of the interest payable under this mortgage. The Mortgagee may at any time after the Secured Money becomes payable at the option of the Mortgagee without giving any previous notice enter into and upon and take possession of the Mortgaged Property whereof the Mortgagor has attorned as tenant and may determine the tenancy created by this attornment. Neither the receipt of the rent nor the tenancy created by the attornment will render the Mortgagee liable to account as mortgagee in possession and nothing in this attornment clause will prejudice or lessen the rights of the Mortgagee as mortgagee or modify or add to the rights of the Mortgagor as mortgagor or lessee, it being agreed that this attornment clause is for the purpose of estoppel only. If this clause would otherwise be construed as granting or affording to the Mortgagor any rights privileges protections or immunities of a lessee under any statute or at law or in equity which would not, except for this clause, be available to the Mortgagor, then this clause will be deemed to be severed from and will form no part of this mortgage. TITLE REFERENCE 15602076 CONTENTS

Attornment. If the interests Lessee’s interest is transferred to and owned by Lessor, Administrative Agent or any successor of Landlord under this Lease shall be transferred voluntarily Lessor or by reason Administrative Agent (“Acquiring Party”) because of foreclosure or other proceedings for enforcement of brought by Lessor or Administrative Agent, or by any mortgage on other manner, and Lessor or Administrative Agent succeeds to Lessee’s interest under the Leased PremisesSublease, Tenant shall, at the election of such transferee, Subtenant shall be bound to such transferee (herein sometimes called the “Purchaser”) Acquiring Party, and Acquiring Party shall be bound to Subtenant under all of the terms, covenants and conditions of the Sublease for the balance of the term hereof remainingremaining term, and including any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereofrenewals, with the same force and effect as if Acquiring Party were Lessee under the Purchaser were Landlord under this Lease, and Tenant does hereby agree Sublease. Subtenant agrees to attorn to Acquiring Party as the PurchaserLessee, including with the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be being effective and self-operative without the execution of any further instruments, immediately upon the Purchaser Acquiring Party succeeding to the interest of Landlord Lessee under this Leasethe Sublease, all without the execution by the parties of any further instruments. Notwithstanding 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 foregoing, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment by TenantSublease and directing where rent should be mailed. The respective rights and obligations of Tenant Subtenant and the Purchaser Acquiring Party upon such attornment, to the extent of the then then-remaining balance of the Term term of this Lease and any such extensions and renewalsthe Sublease, shall be and are the same as those set forth hereinin the Sublease, which is incorporated by reference in this Agreement. In If Acquiring Party succeeds to Lessee’s interest in the event of such transfer of Landlord’s interestsSublease, Landlord Acquiring Party shall be released bound to Subtenant under all the terms, covenants and relieved from all 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 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 Subtenant for any obligations of Landlord Lessee under this Lease the terms of the Sublease which were owed or accruing from and after prior to the date the Acquiring Party acquired Lessee’s interest, including without limitation, for acts or omissions of such transferthe 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 received, the funding of any construction obligations or tenant improvements.

Attornment. If the interests of Landlord under this Lease is terminated prior to the expiration of its term, then, so long as a sublessee complies with the terms and conditions set forth in its sublease, it shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement attorn thereunder directly to Lessor, Lessor shall attorn to such sublessee, including recognizing the rights of any mortgage on lenders under the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remainingsublease, and any extensions or renewals thereof which may be effected Lessor shall not disturb such sublessee, in accordance with the terms and provisions hereof, with of the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoingpertinent sublease; provided, however, Tenant hereby agrees 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 execute make any instrument(s) which Landlord may deem desirable payment to evidence said attornment by Tenant. The respective rights Lessor unless and obligations of Tenant and the Purchaser upon until such attornment, to the extent sublessee shall have received written notice from Lessor of the then remaining balance of the Term 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 extensions 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 renewalsas 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 action 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 and are liable for any act or omission of any prior lessor (including Lessee); (d) Lessor shall not be subject to any offsets or defenses which the same 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 those 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 herein. In in the event 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 such transfer of Landlord’s interests, Landlord the Parcel or Premises or any portion thereof; and (i) Lessor shall not be released and relieved from all liability and responsibility thereafter accruing bound by any obligation to Tenant under this Lease or otherwise and Landlord’s successor by acceptance of Rent from Tenant hereunder shall become liable and responsible make any payment to Tenant in respect to all obligations of Landlord under this Lease accruing from and after the date of such transfersublessee.

Attornment. If Lender and Tenant agree that upon the interests conveyance of Landlord under this Lease shall be transferred voluntarily or the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or other proceedings for enforcement otherwise, the Lease shall not be terminated or affected thereby (at the option of any mortgage the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to 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 Leased Premisespart of Tenant to be observed and performed, Transferee shall recognize the leasehold estate of Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance under all of the term hereof remainingterms, covenants and any extensions or renewals thereof which may be effected in accordance with conditions of the terms and provisions hereof, Lease with the same force and effect as if Transferee were the Purchaser were Landlord lessor under this the Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing; provided, however, that 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 hereby agrees for any construction work done by Tenant, (b) liable (i) for Landlord’s failure to execute perform any instrument(sof 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, 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 the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may deem desirable have agreed to evidence said attornment 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 the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by TenantTenant 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 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 the Transferee or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound to make any payment to Tenant which was required under the. The respective rights and obligations of Tenant and the Purchaser upon such attornmentLease, or otherwise, to be made prior to the extent time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time the Transferee succeeded to Landlord’s interest or (j) bound by any assignment of the then remaining balance Lease or sublease of the Term of this Lease and Property, or any such extensions and renewalsportion thereof, shall be and are made prior to the same as those set forth herein. In time the event of such transfer of Transferee succeeded to Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing interest other than if pursuant to Tenant under this Lease or otherwise and Landlord’s successor by acceptance the provisions 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 transferLease.

Attornment. If the interests of Landlord under this Lease shall Demised Premises, Building or land where the Building is located is or will be transferred voluntarily encumbered by a mortgage, and the mortgage is foreclosed, or if the Demised Premises, Building or property is sold pursuant to a foreclosure or by reason of a default under a mortgage, the following shall apply notwithstanding the foreclosure, the sale, or the default: (i) Tenant shall not disaffirm this lease or any of its obligations under this lease; (ii) at the request of the applicable mortgagee or purchaser at a foreclosure or other proceedings for enforcement of any mortgage on the Leased Premisessale, Tenant shall, at shall attorn to the election mortgagee or purchaser and execute a new lease for the Demised Premises setting forth all the provisions of such transferee, this lease except that the term of the new lease shall be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of this lease. In confirmation of this attornment, Tenant shall promptly execute and deliver at its own cost and expense, any instrument, in recordable form, if required, that Owner or any mortgagee may request to evidence such attornment. Notwithstanding anything contained in the term hereof remainingcontrary in Articles 7 and 71 of this Lease, provided that a trustee, mortgagee or holder of a mortgage on the Building ("Mortgagee"), or it successors and/or assigns, shall execute and any extensions or renewals thereof which may deliver to Tenant an agreement to the effect that, if there shall be effected in accordance with the terms and provisions hereofa foreclosure of its mortgage, with the same force and effect as if the Purchaser were Landlord such Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant's possession under this Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder, and will recognize Tenant does hereby agree to attorn as the direct Tenant of such Mortgagee on the same terms and conditions as are contained in this Lease, subject to the Purchaserprovisions hereinafter set forth, including the mortgagee under provided no Event of Default shall have occurred and be continuing hereunder beyond any applicable notice and cure period (any such mortgage if it agreement being referred to as a "Nondisturbance Agreement"), this Lease shall he subject and subordinate to such mortgage. This clause shall be the Purchaser, as its landlord, said attornment to be effective and self-operative without and no further instrument of subordination shall be required from Tenant to make the execution of interest on any further instruments, upon the Purchaser succeeding Mortgagee superior to the interest of Landlord under this Lease. Notwithstanding the foregoing, 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferhereunder.

Attornment. If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant 14.01 This Sublease shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance option of the term hereof remainingPrime Landlord or any successor Prime Landlord or lessor under any Superior Lease as hereinafter defined, and any extensions or renewals thereof which may be effected remain in accordance with the terms and provisions hereof, with the same full force and effect and the subtenant/assignee hereunder shall attorn to and recognize Prime Landlord or successor Prime Landlord as if owner and landlord hereunder and shall promptly upon such party's request, execute and deliver all instruments necessary or appropriate to confirm such attornment and recognition, provided that; (1) in any type of attornment or "Subject To" clause in any foreclosure, Subtenant will not be made a party defendant to the Purchaser were Landlord foreclosure, nor shall Subtenant's possession of the Premises or of any other rights under the Lease or Sublease in this respect, be disturbed by reason of any foreclosure, as long as there is no default by the Subtenant under the Sublease beyond any applicable grace periods providing for the curing of such defaults, and (2) Sublandlord has first secured for Subtenant's benefit a Subordination, Non Disturbance and Attornment Agreement("SNDA") that is reasonably acceptable to Prime Landlord's/Sublandlord's lender and Subtenant, which SNDA shall be executed by and among Landlord's/Sublandlord's lender, Landlord/Sublandlord and Subtenant. The subtenant/assignee hereunder hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Tenant's Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of underlying Lease or any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Superior Lease. Notwithstanding the foregoing, 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 terminate this sublease/assignment or surrender possession of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferpremises demised hereby.

Attornment. If the interests interest of Landlord Tenant under this a Sublease is transferred (or surrendered or terminated) to Landlords by reason of Tenant’s default under the Master Lease shall be transferred voluntarily or by reason of foreclosure assignment of the Master Lease (or other proceedings for enforcement any similar device) in lieu of any mortgage on the Leased Premisestransfer (or surrender or termination) following Tenant’s default, Tenant shall, at the election of such transferee, Subtenant will be bound to such transferee Landlord under all of the terms, covenants and conditions of its Sublease (herein sometimes called the “Purchaser”except as expressly set forth in paragraph 3 and as otherwise expressly provided below) for the balance of the term hereof remaining, thereof and of any extensions or renewals thereof which may be that are effected in accordance with the terms and provisions hereofits Sublease, with the same force and effect as if such Landlord were the Purchaser were Landlord sublandlord under this Leaseits Sublease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative as of the time such Landlord succeeds to the interest of Tenant under such Sublease, without the execution of any further instrumentsagreement. However, each Subtenant agrees, at its own expense, to execute and deliver, at any time and from time to time upon request of such Landlord, any agreement that may reasonably be necessary or appropriate to evidence such attornment. Failure of a Subtenant to so execute any such agreement shall not vitiate such attornment. Each Subtenant waives the Purchaser succeeding provisions of any statute or rule of law now or hereafter in 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 interest of Landlord under this Lease. Notwithstanding the foregoingcontrary, 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date each Subtenant shall be required to attorn to such Landlord hereunder, the rent payable under such Sublease shall to the extent necessary shall be increased as provided in Section 4.1 of such transferthe Master Lease.

Attornment. If Tenant covenants and agrees, in the interests of Landlord under this Lease shall be transferred voluntarily or by reason of event any proceedings are brought for the foreclosure or other proceedings for enforcement of any mortgage on or trust deed to which this Lease is subject and subordinate, or in the Leased Premisesevent of a termination of any lease to which this Lease may become subordinate, Tenant shallor if the Building be sold pursuant to any mortgage or trust deed to which this Lease is subject and subordinate, at to attorn to the election purchaser upon any foreclosure sale or trustee's sale, or the lessor upon any such termination of such transfereeground lease, be bound to such transferee (herein sometimes called if so required by the “Purchaser”) for the balance purchaser, grantee by conveyance in lieu of the term hereof remainingforeclosure, or lessor, and any extensions to recognize the purchaser, grantee or renewals thereof which lessor, as the case may be effected in accordance with be, as the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaserprovided such purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment grantee or lessor agrees in writing to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing bound to Tenant under this Lease or otherwise and Landlord’s successor by acceptance of Rent from Tenant as landlord hereunder shall become liable and responsible to Tenant in with respect to all liabilities and obligations of Landlord under this Lease accruing after such sale or conveyance. Tenant agrees to execute and deliver at any time and from time to time, upon the request of Landlord or of any holder(s) of any of the indebtedness or other obligations secured by any mortgage or deed of trust, or any lessor under a ground lease, referred to in the preceding sentence, any instrument or certificate which may be reasonably appropriate and after requested in any foreclosure or termination proceeding or otherwise to evidence the date foregoing attornment, provided Tenant has been furnished the non-disturbance agreement specified in Paragraph 24.1 or Paragraph 24.2, as appropriate, and provided that such instrument or certificate would not create obligations on Tenant in addition to Tenant's obligations, impair Tenant's rights or interests under the provisions of this Lease. Provided the provisions hereof for the furnishing of non-disturbance agreements are complied with and such transferagreements are being performed Tenant further waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right 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 foreclosure proceeding, trustee's sale or termination of ground lease, unless the holder(s) of the indebtedness or other obligations secured by the mortgage or trust deed, or lessor under the ground lease shall declare otherwise.

Attornment. If the interests Lease or Sublandlord's right to possession thereunder terminates for any reason prior to expiration of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased PremisesSublease, Tenant shallSubtenant agrees, at the written election of such transfereeLandlord, be bound to such transferee (herein sometimes called attorn to Landlord upon the “Purchaser”) then executory terms and conditions of the Sublease for the balance remainder of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth hereinSublease. In the event of any such transfer election by Landlord, Landlord will not be (a) liable for any rent paid by Subtenant to Sublandlord more than one month in advance, or any security deposit paid by Subtenant to Sublandlord, unless same has been transferred to Landlord by Sublandlord; (b) liable for any act or omission of 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 effective date of the attornment; (c) subject to any defenses or offsets that Subtenant may have against Sublandlord which arose prior to the effective date of the attornment; (d) bound by any changes or modifications made to the Sublease without the written consent of Landlord’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 ; (e) obligated in any manner with respect to the transfer, delivery, use or condition of any furniture, equipment or other personal property in the Sublet Premises which Sublandlord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the Subtenant during the term of the Sublease; or (f) liable for the payment of any improvement allowance, or any other payment, credit, offset or amount due from Sublandlord to Subtenant under the Sublease. If Landlord does not elect to have Subtenant attorn to Landlord as described above, the Sublease and all obligations rights of Landlord under this Lease accruing from and after Subtenant in the Sublet Premises shall terminate upon the date of such transfertermination of the Lease 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 Sublease. The terms of this Section 9 supercede any contrary provisions in the Sublease.

Attornment. If A. Subtenant agrees that, in the interests event of a termination or expiration of the Ground Lease or the exercise by Ground Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on of its rights thereunder to take possession of and to operate the Leased Premises, Tenant shall, at Subtenant will attorn to and recognize Ground Landlord as its direct landlord under the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) Sublease for the balance remainder of the term hereof remainingthereof (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 any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant Subtenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective rights pay and perform all of the obligations of Tenant and the Purchaser upon such attornment, Subtenant pursuant to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewalsSublease. Ground Landlord agrees that, shall be and are the same as those set forth herein. In in the event of such transfer 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 perform all of the obligations of Ground Tenant as sublandlord pursuant to the Sublease, except 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: 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 is holding or has access to the same; 3. bound by any rent or 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 Ground Landlord’s interestsinterest 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 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 any agreement contained in the Sublease which Subtenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in Section III.B above as to Ground Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease not affect, impair, 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 abrogate any claims or remedies that Subtenant may have against the date of such transferprior Sublandlord.

Attornment. If Lender and Tenant agree that upon the interests conveyance of Landlord under this the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, the Lease shall not be transferred voluntarily terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the Conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Transferee and the Transferee shall accept such attornment, and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of 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, 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 foreclosure condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or other proceedings for enforcement of any mortgage on condemnation awards to finance the Leased Premises, Tenant shall, at the election completion of such transfereerepairs, be bound (d) required to such transferee 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, (herein sometimes called e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the “Purchaser”date upon which the Transferee shall become the owner of the Property, (f) liable for the balance return of the term hereof remainingrental security deposits, and any extensions or renewals thereof which may be effected if any, paid by Tenant to Landlord in accordance with the terms and provisions hereofLease unless such sums are actually received by the Transferee, with (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by the same force and effect as if Transferee or (ii) such prepayment shall have been expressly approved of by the Purchaser were Landlord Transferee, (h) bound to make any payment to Tenant which was required under this the Lease, and Tenant does hereby agree or otherwise, to attorn be made prior to the Purchasertime the Transferee succeeded to Landlord’s interest, including (i) bound by any agreement amending, modifying or terminating the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative Lease made without the execution of any further instruments, upon the Purchaser succeeding Transferee’s prior written consent prior to the time the Transferee succeeded to Landlord’s interest or (j) bound by any assignment of Landlord under this Lease. Notwithstanding the foregoingLease or sublease of the Property, howeveror any portion thereof, 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, made prior to the extent time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferLease.

Attornment. If Lender and Tenant agree that if Lender shall succeed to the interests rights of Landlord under this the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be transferred voluntarily terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in 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 govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease, or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for 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 foreclosure condemnation unless Landlord shall be obligated under the Lease to make such repairs, and Lender shall have received or other proceedings for enforcement of any mortgage on be entitled to receive sufficient casualty insurance proceeds or condemnation awards to finance the Leased Premises, Tenant shall, at the election completion of such transfereerepairs; (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, be bound but had not completed, or to such transferee perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease; (herein sometimes called e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the “Purchaser”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 balance return of the term hereof remainingrental security deposits, and any extensions or renewals thereof which may be effected if any, paid by Tenant to Landlord in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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, except to the extent such sums are actually received by Lender; (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by Lender; (h) bound to make any payment to Tenant which was required under the Lease, otherwise to be made prior to the time 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; or (j) bound by any assignment of the then remaining balance Lease or sublease of the Term Property, or any portion thereof, made prior to the time Lender succeeded to Landlord's interest other than if pursuant to the provisions of this Lease 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 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 to all obligations of Landlord under this Lease accruing from and after the date of such transferLease.

Attornment. If the interests of Landlord under this Lease is terminated prior to the expiration of its term, then, so long as a sublessee complies with the terms and conditions set forth in its sublease, it shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement attorn thereunder directly to Lessor, Lessor shall attorn to such sublessee, including recognizing the rights of any mortgage on lenders under the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remainingsublease, and any extensions or renewals thereof which may be effected Lessor shall not disturb such sublessee, in accordance with the terms and provisions hereof, with of the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoingpertinent sublease; provided, however, Tenant hereby agrees 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 execute make any instrument(s) which Landlord may deem desirable payment to evidence said attornment by Tenant. The respective rights Lessor unless and obligations of Tenant and the Purchaser upon until such attornment, to the extent sublessee shall have received written notice from Lessor of the then remaining balance of the Term 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 extensions 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 renewalsas 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 and are liable for any act or omission of any prior lessor (including Lessee); (d) Lessor shall not be subject to any offsets or defenses which the same 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 those 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 herein. In in the event 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 such transfer of Landlord’s interests, Landlord the Parcel or Premises or any portion thereof; and (i) Lessor shall not be released and relieved from all liability and responsibility thereafter accruing bound by any obligation to Tenant under this Lease or otherwise and Landlord’s successor by acceptance of Rent from Tenant hereunder shall become liable and responsible make any payment to Tenant in respect to all obligations of Landlord under this Lease accruing from and after the date of such transfersublessee.

Attornment. If Tenant hereby agrees that in the interests event of a foreclosure sale or deed in lieu of foreclosure, Tenant will and hereby does attorn to the foreclosure successor so that the Lease and the relationship of Landlord under this Lease and Tenant shall be transferred voluntarily exist between such foreclosure successor and Tenant; provided, however, that if the foreclosure successor is Lender, its successor or by reason assigns, Lender shall not be: a. liable for any act or omission of any prior landlord (including the Borrower) except for any defaults of any prior landlord (including Borrower) which are continuing as of the date of foreclosure or other proceedings deed in lieu of foreclosure; or b. subject to any offsets or defenses which Tenant might have against any prior landlord (including the Borrower) except for enforcement any offsets or defenses which have accrued prior to the date of foreclosure or deed in lieu of foreclosure; or c. bound by any 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 mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be security deposit not actually paid to Lender; or e. bound to such transferee (herein sometimes called the “Purchaser”) for the balance by any amendment or modification of the term hereof remainingLease 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 improvements or to perform any other construction work (including any work necessary to prepare the Premises for Tenant’s occupancy), and any extensions or renewals thereof which may be effected in accordance with except for maintenance and/or repair obligations under the terms of the Lease (if any) and provisions hereofexcept Borrower’s obligations under Section 3.1 of the Lease; or g. bound by any purchase option or right of first refusal to purchase contained in the Lease, if any, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn respect to the Purchaser, including Premises or the mortgagee under Property or any such mortgage if it part thereof. Such attornment shall be the Purchaser, as its landlord, said attornment to be deemed effective and self-operative without the execution necessity of executing any further instruments, instrument immediately upon the Purchaser succeeding Lender’s or foreclosure successor’s succession to the interest of Landlord under this Lease. Notwithstanding the foregoing, 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, Borrower to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferProperty.

Attornment. If Lender obtains title to the interests Property by foreclosure or deed in lieu of foreclosure, Tenant shall attorn to Lender and recognize Lender as the landlord under the Lease for the unexpired term of the Lease. Such attornment shall be effective without Lender being (a) subject to any offsets or defenses arising out of any prior act or omission of Landlord under this Lease (but the foregoing shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of not limit either (i) Tenant’s right to exercise against Lender any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective offset rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing otherwise available to Tenant under this the Lease or otherwise and Landlord’s successor by acceptance because 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 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 of Landlord, (c) bound by any amendment, modification, or waiver of any of the provisions of the Lease, or by any separate agreement between Landlord and Tenant relating to the Property, unless any such transferaction was taken with the prior written consent of Lender, (d) liable for the return of any security or other deposit unless the deposit has been paid to Lender, or (e) bound by any 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 foreclosure or deed in lieu of foreclosure, that such right of first offer will not terminate upon Lender obtaining title to the Property by foreclosure or deed in lieu of foreclosure, and that such right of first offer shall continue to be 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 or 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 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 Property by foreclosure or deed in lieu of foreclosure shall terminate upon Xxxxxx’s subsequent transfer of its interest in the Property.

Attornment. If Notwithstanding anything to the interests contrary set forth in this Article 22, Xxxxxx agrees to attorn to any person, firm or corporation (“Successor Landlord”) 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 under had been named as Landlord herein, it being intended hereby that if this Lease shall be transferred voluntarily terminated, cut off or otherwise defeated by reason of foreclosure any act or other proceedings for enforcement of actions by any mortgage on the Leased PremisesMortgagee, Tenant shallthen, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance option of the term hereof remainingSuccessor Landlord, this Lease shall continue in full force and effect. Upon demand, from time to time, Xxxxxx shall execute, acknowledge and deliver to Landlord any instruments and certificates necessary or proper to further evidence the subordination and/or attornment provided for in this Article 22 or, if Landlord 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 material default hereunder. Tenant further waives the provisions of any extensions current or renewals thereof future statute, rule or law which may be effected in accordance with give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In hereunder in the event of such transfer a foreclosure proceeding or a sale in lieu of Landlord’s interests, Landlord shall be released foreclosure and relieved from all liability and responsibility thereafter accruing to Tenant under agrees that this Lease shall not be affected in any way whatsoever by any such proceeding or otherwise sale. Tenant hereby irrevocably appoints Landlord as Xxxxxx’s attorney-in-fact to execute and Landlord’s successor by acceptance deliver any documents provided herein for and in the name of Rent from Tenant hereunder shall become liable Tenant, and responsible to Tenant in respect to all obligations of Landlord under this Lease accruing from such power, being coupled with and after the date of such transferinterest, is irrevocable.

Attornment. If the interests of Landlord under this the Lease shall be transferred voluntarily to any superior Mortgagee or other purchaser or person taking title to the Building by reason of foreclosure or other proceedings for enforcement the termination of any superior lease or the foreclosure of any superior mortgage on the Leased Premisesor deed of trust, Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called Successor Landlord under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if Successor Landlord were the Purchaser were Landlord landlord under this the Lease, and Tenant does hereby agree to shall attorn to the Purchaser, including the mortgagee and recognize as Tenant’s landlord under any this Lease such mortgage if it be the PurchaserSuccessor Landlord, as its landlord, said attornment adornment to be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser 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. Notwithstanding the foregoing, however, Tenant hereby Landlord agrees to execute any instrument(s) which use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord may deem desirable is unable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and obtain a Non-Disturbance Agreement from 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 interestsMortgagee, Landlord shall be released and relieved from all liability and responsibility thereafter accruing have no further obligation 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 with respect to all obligations of Landlord under this Lease accruing from and after the date of such transferthereto.

Attornment. 3.1 If (a) Mortgagee or any other purchaser of the interests Property becomes the owner of Landlord under this Lease shall be transferred voluntarily 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 foreclosure or any other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of Security Instrument (Mortgagee or such transferee, be bound other purchaser being hereinafter referred to such transferee (herein sometimes called the as “Purchaser”) for the balance of the term hereof remaining), and any extensions or renewals thereof which may be effected (b) there was no default by Tenant beyond applicable notice and cure periods permitting Purchaser to terminate the Lease in accordance with the terms of the Lease, then upon Purchaser’s acquisition of the Property, the Lease shall not be terminated or affected by Purchaser’s acquisition, but shall continue in full force and provisions hereofeffect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease. Tenant agrees to attorn to Purchaser, and Purchaser, by virtue of acquiring the Property, shall be deemed to have agreed to accept such attornment. 3.2 Subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease, Purchaser shall recognize the leasehold estate of Tenant for the remaining balance of the term and all renewals and extensions thereof with the same force and effect as if the Purchaser were Landlord the lessor under the Lease; provided, however, that Purchaser shall not be: 3.2.1 liable for the failure of any 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 Tenant does hereby agree (iii) Purchaser received written notice of such condition and had the opportunity to attorn cure the same pursuant to the terms and conditions of Section 5 of this Agreement; 3.2.2 subject to any offsets or 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, including if any, paid by Tenant to any Prior Landlord in accordance with the mortgagee under 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 mortgage if it be 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, as its landlord, said attornment except to be effective and self-operative the extent such termination or surrender right is expressly contemplated by the Lease; 3.2.6 bound by any amendment or modification of the Lease made without Mortgagee’s or Purchaser’s prior written consent prior to the execution time Purchaser succeeded to Borrower’s interest in the Property; 3.2.7 responsible for the making of repairs in or to the Property in the case of damage or destruction to the Property or any part thereof due to fire or other casualty or by reason of condemnation; 3.2.8 bound by any representations or warranties of any further instruments, upon the Purchaser succeeding Prior Landlord; or 3.2.9 bound by any indemnity 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 Landlord Purchaser arises pursuant to this Agreement or under this the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and the proceeds thereof and shall in no event exceed such interest. Notwithstanding the foregoing, however, such limitation on Purchaser’s liability shall not prohibit Tenant hereby agrees to execute from pursuing such claims and causes of action against Borrower for the full amount of any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective rights applicable losses and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferdamages.

Attornment. If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree agrees to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, and recognize as its landlord, said attornment to be effective and self-operative without landlord under the execution of any further instruments, upon the Purchaser succeeding Lease each party acquiring legal title to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(sProperty by foreclosure (whether judicial or nonjudicial) 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 of the then remaining balance Security Instrument, deed-in-lieu of foreclosure, or other sale in connection with enforcement of the Term Security Instrument or otherwise in satisfaction of this Lease and any such extensions and renewals, shall be and are the same as those underlying loan (“Successor Owner”). Provided that the conditions set forth herein. In in Section 2 above are met at the event time Successor Owner becomes owner of such transfer of Landlord’s intereststhe Property, Landlord Successor Owner 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 perform all obligations of Landlord the landlord under this the Lease accruing arising from and after the date title to the Property was transferred to Successor Owner. In no event, however, will any Successor Owner be: (a) liable for any default, act or omission of any prior landlord under the Lease (except that Successor Owner shall not be relieved from the obligation to cure any defaults which are non-monetary and continuing in nature, and such transferthat Successor Owner’s failure to cure would constitute a continuing default under the Lease; for the avoidance of doubt, defaults which are non-monetary include repair and maintenance defaults even though curing such defaults may require the expenditure of money); (b) subject to any offset or defense which Tenant may have against any prior landlord under the Lease; provided, however, that Tenant shall retain the right to offset (i) to the extent expressly set forth in Section X of the Fifth Amendment and the Work Letter attached as Exhibit B to the Fifth Amendment (such rights referred to hereinafter, together, as, “Right of Set-Off”) provided that (x) Tenant has provided Lender with copies of all notices and information required to be sent to Landlord under Section X and Exhibit B of the Fifth Amendment, and (y) in no event will Lender or Successor Owner be subject to an aggregate Right of Set-Off in excess of $1,000,000 and (ii) which arise after Successor Owner has acquired legal title to the Property and/or which are non-monetary and continuing as of the date Successor Owner acquires legal title to the Property and can be cured but remain uncured beyond Successor Owner’s applicable cure period; (c) bound by any payment of rent or additional rent made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or supplement to the Lease, or waiver of Lease terms, which revise Tenant’s or Landlord’s monetary obligations under the Lease, modifies the term of the Lease, the parties’ termination rights or the description of the Leased Space (expect for those modifications to the description of the Leased Space set forth in the Fifth Amendment to include the Expansion Space (as defined in the Fifth Amendment)) made without Lender’s written consent thereto; (e) liable for the return of any security deposit or other prepaid charge paid by Tenant under the Lease, except to the extent such amounts were actually received by Lender; (f) liable or bound by any right of first refusal or option to purchase all or any portion of the Property; or (g) liable for construction, completion or payment to Tenant for any improvements to the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising); provided, however, that Tenant shall retain the Right of Set-Off set forth in clause 3(b) above and, provided further, that this clause (g) shall in no way modify, limit or impair any obligation of Successor Owner to perform maintenance and repair obligations to existing improvements and provided further, that if Successor Owner fails to perform any such maintenance and repair obligations, then Tenant shall have all rights and remedies available to it in the Lease, at law, and in equity. Although the foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall be limited to Successor Owner’s interest in the Property.

Attornment. If the interests Lease or Sublandlord’s right to possession thereunder terminates for any reason prior to expiration of the Sublease (as modified by the First Amendment to Sublease), Subtenant agrees to attorn to Landlord under this Lease shall be transferred voluntarily or upon the then executory terms and conditions of the Sublease (as modified by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound First Amendment to such transferee (herein sometimes called the “Purchaser”Sublease) for the balance remainder of the term hereof remainingof the Sublease (as modified by the First Amendment to Sublease) and Landlord agrees not to disturb Subtenant, and any extensions or renewals thereof which may be effected provided Subtenant is not in accordance with default under the terms of the Sublease (as modified by the First Amendment to Sublease) so that the Sublease and provisions hereof, with the same First Amendment to Sublease shall continue in full force and effect as if the Purchaser were a direct lease between Landlord under this Lease, or Landlord’s successor and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, Subtenant upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, 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 all of the then remaining balance of the Term of this Lease terms, conditions and any such extensions and renewals, shall be and are the same as those covenants set forth hereinin the Sublease and First Amendment to Sublease. In the event of such transfer attornment, Landlord will not be (a) liable for any Rent paid by Subtenant to Sublandlord more than one month in advance, or any security deposit paid by Subtenant to Sublandlord, unless same has been transferred to Landlord by Sublandlord; (b) liable for any act or omission of Sublandlord under the Lease, the Sublease, 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 effective date of the attornment; (c) subject to any defenses or offsets that Subtenant may have against Sublandlord which arose prior to the effective date of the attornment; or (d) bound by any material changes or modifications made to the Sublease or the First Amendment to Sublease without the written consent of Landlord’s interests, Landlord shall be released . The terms of this Section 9 supercede any contrary provisions in the Sublease and relieved from all liability and responsibility thereafter accruing the First Amendment 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 transferSublease.

Attornment. If Tenant agrees that in the interests event that any holder of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on a superior lien succeeds to Landlord's interest in the Leased Premises, Tenant shall, at the election of such transferee, be bound will pay to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord holder all Rent subsequently payable under this Lease. Further, and Tenant does hereby agree to attorn to agrees that in the Purchaserevent of the enforcement by the holder of a superior lien of the remedies provided for by law or by such superior lien, including the mortgagee under any such mortgage if it be the PurchaserTenant will, as its landlord, said attornment to be effective and self-operative without the execution upon request of any further instruments, upon the Purchaser person or party succeeding to the interest of Landlord under as a result of such enforcement, automatically become the Tenant of and attorn to such successor in interest without change in the terms or provisions of this Lease. Notwithstanding Such successor in interest will not be bound by: (a) Any payment of Rent for more than one month in advance, except prepayments in the foregoing, however, nature of security for the performance by Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective rights and of its obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease that are actually received by such successor in interest; (b) Any claim against Landlord arising prior to the date on which such successor in interest succeeded to Landlord's interest; or (c) Any claim or otherwise and Landlord’s successor by acceptance 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 such documents provided for in the preceding sentence, then Tenant hereby appoints Landlord its attorney-in- fact for the purpose of executing, acknowledging, and delivering such documents on behalf of Tenant. Landlord shall procure an agreement upon request of Tenant from the party to which Tenant hereunder is to subordinate and/or attorn, which agreement shall become liable be a nondisturbance agreement on standard forms and responsible with standard terms then generally used by commercial lenders in the United States. The aforesaid subordination shall be uneffective if a nondisturbance agreement is unable to Tenant be procured in respect to all obligations of Landlord under this Lease accruing from and after the date of such transferaccordance herewith.

Attornment. If Tenant understands and hereby acknowledges that the interests of Landlord herein is the lessee under the Master Lease and that this Lease shall be transferred voluntarily or is subject and subordinate to such Master Lease and any amendments thereto. Tenant covenants and agrees that if, by reason of foreclosure any default upon the part of the Landlord herein as lessee under such Master Lease, the Master Lease is terminated by summary proceedings, voluntary agreement or other proceedings for enforcement of any mortgage on the Leased Premisesas otherwise permitted or required by law, Tenant shall, at shall attorn to and recognize the election of lessor under such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect Master Lease as if the Purchaser were Landlord Tenant's landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be . The provisions of this Section 13.02 are automatically effective and self-operative without the execution necessity of further action by Tenant, 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 further instruments, upon the Purchaser succeeding person. firm or corporation which shall succeed to the interest of Landlord under this Lease. Notwithstanding the foregoingor of such lessor, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable an instrument to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to . Tenant waives the extent provisions of the then remaining balance of the Term any law now or hereinafter in effect or any other provision of this Lease and 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 extensions and renewalsMaster 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, shall be and are or Landlord's interest in, the same as those set forth hereinleased premises or the Master Lease. In the event any proceedings are brought for the foreclosure of, or in the event of such transfer the conveyance by deed in lieu of Landlord’s interestsforeclosure of, or in the event of exercise of the power of sale under any mortgage made by Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under 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 or otherwise shall remain in full force and Landlord’s effect and Tenant hereby attorns to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner whereby Tenant attorns to such successor by acceptance of Rent from Tenant hereunder shall become liable in interest and responsible to Tenant in respect to all obligations of recognizes such successor as the Landlord under this Lease accruing from and after the date of such transferLease.

Attornment. If the interests Lease or Sublandlord’s right to possession thereunder terminates for any reason prior to expiration of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased PremisesSublease, Tenant shallSubtenant agrees, at the election of such transfereeLandlord, be bound to such transferee (herein sometimes called attorn to Landlord upon the “Purchaser”) then executory terms and conditions of the Sublease and the First Amendment to Sublease for the balance remainder of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth hereinSublease. In the event of any such transfer election by Landlord, Landlord will not be (a) liable for any rent paid by Subtenant to Sublandlord more than one month in advance, or any security deposit paid by Subtenant to Sublandlord, unless same has been transferred to Landlord by Sublandlord; (b) liable for any act or omission of 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 effective date of the attornment; (c) subject to any defenses or offsets that Subtenant may have against Sublandlord which arose prior to the effective date of the attornment; (d) bound by any changes or modifications made to the Sublease and the First Amendment to Sublease without the written consent of Landlord’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 (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 payment of any improvement allowance, or any other payment, credit, offset or amount due from Sublandlord to Subtenant under the 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 obligations rights of Landlord under this Lease accruing from and after Subtenant in the First Amendment Additional Sublet Premises shall terminate upon the date of such transfer.termination of the Lease or Sublandlord’s right to possession thereunder. The terms of this Section 9 supercede any contrary provisions in the Sublease and the First Amendment to Sublease

Attornment. If the interests Lease or Sublandlord’s right to possession thereunder terminates for any reason prior to expiration of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased PremisesSublease, Tenant shallSubtenant agrees, at the election of such transferee, be bound to such transferee Landlord in its sole and absolute discretion (herein sometimes called the “PurchaserElection”) and subject to the terms and conditions hereafter set forth, to attorn to Landlord upon the then executory terms and conditions of the Sublease for the balance remainder of the term hereof remainingof the Sublease. If Landlord does not make such an Election, the Sublease and any extensions all rights of Subtenant in the Subleased Premises shall terminate upon the date of termination of the Lease or renewals thereof which may be effected 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 provisions hereofconditions of the Sublease as modified hereby, with the same force and effect as if the Purchaser were but shall not relieve Sublandlord from any liability to Landlord under this the Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer Election by Landlord, Subtenant agrees to execute and deliver at any time and from time to time, upon request of Landlord’s interests, any instruments which may be required by Landlord 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. In the event Landlord makes such Election, Landlord shall not (i) be released liable to Subtenant for any act, omission or breach of 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 relieved turned over such 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 renew the term of the Sublease set forth in the Sublease, which options to extend or renew shall be deemed deleted from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord’s successor by acceptance the Sublease effective as 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 the Landlord’s Election, (vi) have any obligation to Subtenant to perform any tenant improvement work or alterations or perform any work with respect to the Subleased Premises or provide any other inducements offered to Subtenant by Sublandlord, (vii) be bound by free rent periods, if any, set forth in the Sublease, except for the 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 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 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 credit or any sums paid by Subtenant to Sublandlord unless and until and to the extent that Landlord has actually received such transfersums 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 by Sublandlord under the Lease. In no event shall Landlord have any responsibility or liability to Subtenant on account of any sums drawn by Sublandlord under any letter of credit or security deposit provided to Sublandlord by Subtenant.

Attornment. If Upon the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement written request of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions person or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser party succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees shall automatically become the tenant of and attorn to execute such successor in interest without any instrument(schange in any of the terms of this Lease. No successor in interest shall be (a) which Landlord may deem desirable bound by any payment of Rent for more than one month in advance, except payments of security for the performance by Tenant of Tenant's obligations under this Lease, or (b) subject to evidence said attornment by Tenant. The respective rights and any offset, defense or damages arising out of a default or any obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term any preceding Landlord. Neither Landlord's Mortgagee nor its successor in interest shall be bound by any amendment of this Lease entered into after Tenant has been given written notice of the name and any address of Land1ord's Mortgagee and without the written consent of Landlord's Mortgagee or such extensions successor in interest. The subordination, attornment and renewals, mortgagee protection clauses of this Article 16 shall be self-operative and are no further instruments of subordination attornment or mortgagee protection need be required by any Landlord's Mortgagee or successor in interest thereto. Nevertheless, upon the same written request therefor and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments as those set forth hereinmay be requested to confirm the same. In the event of such transfer of Landlord’s interestsTenant shall from time to time, if so requested by Landlord shall be released and relieved from all liability if doing so will not materially and responsibility thereafter accruing to Tenant adversely affect Tenant's economic interests under this Lease or otherwise and Landlord’s successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to Tenant Lease, join with Landlord in respect to all obligations of Landlord under amending this Lease accruing from and after the date so as to meet thee needs or requirements of such transferany lender that is considering making or that has been made a loan secured by all or any portion of thee Complex.

Attornment. If In the interests of Landlord event that (x) IAT assigns or transfers its rights and obligations under this Agreement (other than collateral assignments for security purposes in connection with the Terminal 4 Project Bond Documents, unless and until such collateral assignments are exercised by the holder thereof), (y) the Trustee[s], or the Port Authority or any designee of the Trustee[s], or the Port Authority enter[s] into a lease replacing the Port/IAT Lease, or (z) (i) the Trustee[s], or any designee of the Trustee[s] or (ii) the Port Authority succeeds to the interest of IAT under the Port/IAT Lease and this Agreement, Delta shall attorn to such assignee, transferee or designee, the Trustee[s], or the Port Authority (in this Section “such transferee”) and shall continue to be obligated by, and to perform all of its obligations pursuant to, this Agreement in the manner required by this Agreement as if such transferee were IAT, provided that, such transferee agrees to recognize (and recognizes) all of Delta’s rights pursuant to this Agreement and agrees to be obligated by, and to perform (and performs) all of IAT’s obligations pursuant to this Agreement in the manner required by this Agreement as if such transferee were IAT. This Section shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instrumentswriting being necessary. Promptly after a request by such transferee, upon the Purchaser succeeding as a condition to the interest continued effectiveness of Landlord the provisions of this Section benefiting Delta, Delta shall execute and deliver an agreement with such transferee confirming the provisions of this Section in form and substance reasonably satisfactory to such transferee and Delta. Promptly after a request by Delta, as a condition to the continued effectiveness of the provisions of this Section benefiting such transferee, such transferee shall execute and deliver an agreement with Delta confirming the provisions of this Section in form and substance reasonably satisfactory to Delta and such transferee. Nothing in this Section 36.03 shall be construed to permit, or waive any restriction with respect to, any assignment or transfer prohibited or restricted under this Lease. Notwithstanding the foregoing, 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferAgreement.

Attornment. If Ground Lessor terminates the interests 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 not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Ground Lessor and Tenant upon all of Landlord under this the terms, covenants and conditions set forth in 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 transferred voluntarily or by reason deemed to have agreed to accept such attornment, provided, however, that if Ground Lessor is not in an affiliate of foreclosure or other proceedings Landlord, Ground Lessor shall not be (a) liable for enforcement the failure of any mortgage prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a "Prior Landlord") to perform any obligations of Prior Landlord under the Lease which have accrued prior to the date on which Ground Lessor shall terminate the Leased PremisesGround Lease, Tenant shallhowever, at nothing contained herein shall excuse Ground Lessor from its obligations to remedy a continuing problem that existed prior to the election of such transferee, be bound to such transferee time it terminated the Ground lease; (herein sometimes called the “Purchaser”b) liable for the balance return of the term hereof remainingrental security deposits, and if any, paid by Tenant to any extensions or renewals thereof which may be effected Prior Landlord in accordance with the terms and provisions hereofLease unless such sums are actually received by Ground Lessor, with the same force and effect as if the Purchaser were (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any unless such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment sums are actually received by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth hereinGround Lessor. In the event that any liability of Ground Lessor does arise pursuant to this Agreement or the Lease, such transfer of Landlord’s interests, Landlord liability shall be released limited and relieved restricted to Ground Lessor's interest (such interest to include rental income, proceeds from all liability sale, and responsibility thereafter accruing insurance and condemnation proceeds received because of damage or destruction or condemnation to Tenant under this Lease or otherwise of the Property) in the Property 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 no event exceed such transferinterest.

Attornment. If If, and so long as this Lease is in full force and effect, then at the interests option of the mortgagee: (a) this Lease shall remain in full force, notwithstanding (i) a default under the mortgage by Landlord, (ii) failure of Landlord to comply with this Lease, (iii) a defense to which Tenant might be entitled against Landlord under this Lease, or (iv) any bankruptcy or similar proceedings with respect to Landlord, (b) if any such mortgagee shall become possessed of the Premises, Tenant shall be obligated to such mortgagee to pay to it the rentals and other charges due hereunder and to thereafter comply with all the terms of this Lease, and (c) if any mortgagee or purchaser, at a private or public sale shall become possessed of the Premises, Tenant shall, without charge, attorn to such mortgagee or purchaser as its landlord under this Lease. Tenant agrees that in the event Landlord is in default under this Lease, any mortgagee or trustee under a deed of trust of Landlord's interest in the Premises shall be permitted (but not required) to enter the Premises for the purpose of correcting or remedying such default, and Tenant agrees to accept performance by such mortgagee or trustee in lieu of performance by Landlord. Tenant further agrees that, 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 default by Landlord under the Lease. Notwithstanding any provision of this Lease, Tenant agrees that no termination of the Lease or abatement or reduction or rent or any other amounts under this Lease shall be transferred voluntarily effective unless and until such mortgagee or by reason trustee has received notice and fails within thirty (30) days of foreclosure the date on which Landlord's cure period expires to cure the default of Landlord in question, or other proceedings for enforcement of any mortgage on if the Leased Premisesdefault cannot be cured within said thirty (30) days, Tenant shall, at fails to commence and diligently prosecute the election cure of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferdefault.

Attornment. If the interests of Landlord under this the Lease shall be ---------- transferred voluntarily to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of foreclosure or other proceedings for enforcement the termination of any superior lease or the foreclosure of any superior mortgage on the Leased Premisesor deed of trust, Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called Successor Landlord under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if Successor Landlord were the Purchaser were Landlord landlord under this the Lease, and Tenant does hereby agree to shall attorn to the Purchaser, including the mortgagee and recognize as Tenant's landlord under any this Lease such mortgage if it be the PurchaserSuccessor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser 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 the landlord under this Lease. Notwithstanding Tenant shall, within ten (10) business days after Landlord's written request, execute any documents reasonably requested by any such person to evidence the foregoingattornment described in this Section 17.2. Concurrently, howeverupon written request from Tenant, and provided Tenant hereby is not in default under this Lease, Landlord agrees to execute any instrument(s) which use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord may deem desirable is unable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and obtain a Non-Disturbance Agreement from 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 interestsMortgagee, Landlord shall be released and relieved from all liability and responsibility thereafter accruing have no further obligation 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 with respect to all obligations of Landlord under this Lease accruing from and after the date of such transferthereto.

Attornment. If Mortgagee succeeds to the interests interest of Landlord under this in the Lease shall be transferred voluntarily or by reason of foreclosure foreclosure, dispossession or other proceedings for enforcement of brought by Mortgagee, or by any mortgage on the Leased Premisesother manner, Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called Mortgagee under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if Mortgagee were the Purchaser were Landlord landlord under this the Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, Mortgage as its landlord, said . Such attornment to shall be effective and self-operative operative, without the execution of any further instrumentsinstruments on the part of any of the parties hereto, immediately upon the Purchaser Mortgagee's succeeding to the interest of Landlord under this the Lease. Notwithstanding the foregoing, howeverIn confirmation of such attornment, Tenant hereby agrees shall execute and deliver promptly any certificate or other instrument which Mortgagee may request; provided, that Tenant shall be under no obligation to execute pay Minimum Rent, additional rent or other sums payable under the Lease until Tenant receives written notice from Mortgagee that Mortgagee has succeeded to the interest of Landlord under the Lease or that Mortgagee has exercised any instrument(s) which Landlord may deem desirable right under the Mortgage to evidence said attornment by collect such payments directly from Tenant. The respective rights and obligations of Tenant and the Purchaser Mortgagee upon such attornment, to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, attornment shall be and are the same as those set forth herein. In in the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferLease.

Attornment. If Unless the Lease is terminated in accordance with Paragraph 1, if the interests of Landlord the lessor under this the Lease shall be transferred voluntarily or by reason of the exercise of the power of sale contained in the Security Deed (if applicable), or by any foreclosure or other proceedings 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 mortgage on provisions of the Leased PremisesSecurity Deed or the Assignment of Leases, Tenant shall, at the election of such transferee, lessee thereunder shall be bound to such transferee (herein sometimes called the “Purchaser”) Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if the Purchaser or Lender were Landlord the lessor under this the Lease, and Tenant Tenant, as lessee under the Lease, does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage Purchaser and Lender if it be takes possession of the PurchaserProperty, as its landlordlessor under the Lease. Purchaser, said and Lender if it takes possession of 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, 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, instruments upon the succession by Purchaser succeeding to the interest of Landlord the lessor under this Leasethe Lease or the xxxxxx xf possession of the Property by Lender. Notwithstanding the foregoing, howeverNevertheless, Tenant hereby agrees shall, from time to time, execute any instrument(s) which Landlord xxx xeliver such instruments evidencing such attornment as Purchaser or Lender may deem desirable require in forms reasonably acceptable to evidence said attornment by Lender and Tenant. The respective rights and obligations of Tenant Purchaser, Lender and of the Purchaser lessee under the Lease upon such attornment, to the extent of the then remaining balance of the Term term of this the Lease and any such extensions and renewals, shall be and are the same as those now set forth herein. In in the event of such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or except as otherwise and Landlord’s successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to Tenant expressly provided in respect to all obligations of Landlord under this Lease accruing from and after the date of such transferParagraph 1.

Attornment. If the interests No provision of Landlord under this Ground Lease shall be transferred voluntarily 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 Landlord's Lien by reason 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 foreclosure or other proceedings for enforcement Landlord, to furnish to Landlord a certificate in form reasonably satisfactory to Landlord and the holder of any mortgage on the Leased Premises, Landlord's Lien that confirms (i) Tenant shall, at the election is bound under all of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereofof the Ground Lease; (ii) in the event the holder of any Landlord's Lien or foreclosure purchaser (hereinafter, with a "Fee Acquiring Party") shall acquire fee title to the same force and effect as if the Purchaser were Landlord under this LeasePremises, and Tenant does hereby agree to will attorn to the PurchaserFee 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, including such Fee Acquiring Party shall be entitled to all of the mortgagee rights of Landlord under the Ground Lease as though the interest of Landlord had not been terminated or such foreclosure proceedings had not been instituted; Tenant shall have the same rights and remedies against the Fee Acquiring Party that Tenant might have had under the Ground Lease against Landlord if the Fee Acquiring Party had not succeeded to the interest of Landlord, subject to the waiver of defaults not stated in the certificate described above. Such attornment by the Tenant to the Fee Acquiring Party or any such mortgage if it be the Purchaser, as its landlord, said attornment to successor thereof shall be effective and self-operative without the execution of any further instrumentsinstruments by any party hereto; provided, however, that the Tenant will, upon request execute a written agreement attorning to such Fee Acquiring Party, affirming the Purchaser succeeding Tenant's obligations under the Lease. In the event that the Fee Acquiring Party succeeds to the interest of the Landlord under this the Lease. Notwithstanding , or title to the foregoingPremises, however, Tenant hereby agrees to execute then such Fee Acquiring Party and any instrument(s) which Landlord may deem desirable to evidence said attornment successor thereof shall assume and be bound by Tenant. The respective rights and the obligations of Tenant the Landlord under the Lease which accrue from and after such party's succession to the Purchaser upon Landlord's interest in the Property, but such attornmentparty shall not be: (i) liable for any act or omission of any prior landlord (including the Landlord); (ii) liable for the retention, application or return of any security deposit to the extent not paid over to such party; (iii) subject to any offsets or defenses which the Tenant might have against any prior landlord (including the Landlord); (iv) bound by any rent or additional rent which the Tenant might have paid for more than the current month to any prior landlord (including the Landlord); (v) bound by any amendment or modification of the then remaining balance Lease made without such party's prior written consent; or (vi) obligated to cure any defaults of any prior landlord under the Lease which occurred prior to the date on which such party succeeded to the Landlord's interest under the Lease. Nothing in this section shall be deemed to waive any of the Term of this Lease Tenant's rights and remedies against 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 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 to all obligations of Landlord under this Lease accruing from and after the date of such transferprior landlord.

Attornment. If Notwithstanding anything to the interests of Landlord under this contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease shall be transferred voluntarily to Agent for the ratable benefit of Lenders or any other person or entity (“New Owner”) by reason foreclosure of the Mortgage, by conveyance instrument in-lieu of foreclosure of the Mortgage, or other proceedings otherwise, Tenant agrees, for enforcement the benefit of New Owner and effective immediately and automatically upon the occurrence of any mortgage on such transfer, that: (a) Tenant shall pay to New Owner all rental payments required to be made by Tenant pursuant to the Leased Premises, terms of the Lease for the remainder of the term of the Lease; (b) Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called New Owner in accordance with all of the “Purchaser”) provisions of the Lease for the balance remainder of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with of the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and ; (c) Tenant does hereby agree to shall attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, New Owner as its landlord, said such attornment to be effective 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 subsequent titleholder of the Property; (e) New Owner shall not be subject to any claims, upon the Purchaser succeeding offsets or defenses which Tenant might have against any prior landlord (including Owner); (f) New Owner shall not be obligated to complete any construction work required to be done by any prior landlord (including Owner) pursuant to the interest provisions of Landlord under this Lease. Notwithstanding the foregoing, however, Lease or to reimburse Tenant hereby agrees to execute for any instrument(s) which Landlord may deem desirable to evidence said attornment construction work done by Tenant. The respective rights ; (g) New Owner shall not be required to make any repairs to the Property or the leased premises required as a result of fire or other casualty or by reason of condemnation unless New Owner shall be obligated under the Lease to make such repairs and obligations then shall be obligated to finance the completion of Tenant and the Purchaser upon such attornment, repairs only to the extent of casualty insurance proceeds or condemnation awards received; (h) New Owner shall not be required to make any capital improvements to the then remaining balance 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 Term leased premises; (i) New Owner shall not be liable for any act, omission or default of this any prior landlord (including Owner); (j) New Owner shall not be bound by any 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 modification of the Lease made without its written consent; and (l) New Owner shall not be liable for any such extensions and renewals, shall be and are obligations of landlord (including Owner) arising under the same as those set forth herein. In the event of such Lease following any subsequent transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing the title to Tenant under this Lease or otherwise and Landlord’s successor the leased premises 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 transferNew Owner.

Attornment. If at any time prior to the interests expiration or termination of this Lease, Superior Lessor or Superior Mortgagee or any person, or Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (Superior Lessor, Superior Mortgagee and any such peson or successor or assign succeeding to the rights of Landlord under this Lease shall be transferred voluntarily or by reason of Landlord's default under a Superior Lease or Superior Mortgage being herein collectively referred to as "Successor Landlord") shall succeed, through possession, surrender, assignment, subletting, foreclosure or other proceedings for enforcement delivery of any mortgage on a new lease or deed or otherwise, to the Leased Premises, rights of Landlord under this Lease by reason of Landlord's default under a Superior Lease or Superior Mortgage. Tenant shallagrees, at the election and upon request of any such transfereeSuccessor Landlord, be bound as Tenant's Landlord under this Lease upon the then executory terms of this Lease; provided such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provisions of this Section shall inure to the benefit of any such transferee (herein sometimes called Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the “Purchaser”) for terminationof the balance Superior Lease or the foreclosure of the term hereof remainingSuperior Mortgage, shall be self-operative upon any such demand, an no further instrument shall be required to give effort to said provisions. Tenant, however, upon demand of any such Successor Landlord, shall execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section, satisfactory to any extensions or renewals thereof which may be effected in accordance with such Successor Landlord, acknowledging such attornment and setting forth the terms and provisions hereofconditions 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 the same an interest. Upon such attornment this Lease shall continue in full force and effect as if the Purchaser were a direct lease between such Successor Landlord under this Lease, and Tenant does hereby agree to attorn to upon all of the Purchaserthen executory terms of this Lease except that such Successor Landlord shall not be (i) liable for any previous act, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest omission or negligence of Landlord under this Lease. Notwithstanding the foregoing; (ii) subject to any counterclaim, however, defense or offset which theretofore shall have accrued to Tenant hereby agrees to execute against Landlord; (iii) bound by 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 of the then remaining balance of the Term previous modification or amendment of this Lease and or by any previous prepayment of more than one month's rent, unless such extensions and renewals, modifiation or prepayment shall be and are have been approved in writing by Superior Lessor or Superior Mortgagee through or by reason of which the same as those set forth herein. In Successor Landlord shall have succeeded to the rights of such Landlord under this Lease; (iv) liable for any security deposited pursuant to this Leaseunless such security has actually been delivered to Successor Landlord; (v) obligated to repair the Premises or the Building or any part thereof in the event of total or substantial damage, beyond such transfer repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord’s interests; (vi) obligated to repair the Premises or the Building or any part thereof in the event of partial condemnation, Landlord beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Premises or the Building not taken; or (vii) obligated toperform any work in order to prepare the Premises for Tenant's occupancy thereof. Nothing contained in this Section shall be released and relieved from all liability and responsibility thereafter accruing construed to Tenant under this Lease impair any right otherwise exercisable by any such owner, holder 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 transferlessee.

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 Lender (or its nominee or designee) shall succeed to the interests rights of Landlord under this the Lease through possession or foreclosure action, delivery of a deed or otherwise, or another person purchases the Premises upon or following foreclosure of the Mortgage, then at the request of Lender (or its nominee or designee) or such purchaser (Lender, its nominees and designees, and such purchaser, each being a "Successor-Landlord"), Tenant shall attorn to and recognize Successor-Landlord as Tenant's landlord under the Lease and shall promptly deliver any instrument that Successor-Landlord may reasonably request to evidence such attornment. Upon such attornment, the Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected continue in accordance with the terms and provisions hereof, with the same full force and effect as, or as if it were, a direct lease between Successor-Landlord and Tenant upon all terms, conditions and covenants as are set forth in the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under except that Successor-Landlord shall not: (i) be liable for any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest previous act or omission of Landlord under this the Lease. Notwithstanding the foregoing; provided, 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 that the Purchaser upon such attornment, to the extent of the then remaining balance of the Term foregoing provisions of this Lease 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 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 to all obligations of Landlord under this Lease accruing from and after the date of such transfer.clause

Attornment. If the interests Lessee’s interest is transferred to and owned by Lessor, Administrative Agent or any successor of Landlord under this Lease shall be transferred voluntarily Lessor or by reason Administrative Agent (“Acquiring Party”) because of foreclosure or other proceedings for enforcement of brought by Lessor or Administrative Agent, or by any mortgage on other manner, and Lessor or Administrative Agent succeeds to Lessee’s interest under the Leased PremisesSublease, Tenant shall, at the election of such transferee, Subtenant shall be bound to such transferee (herein sometimes called the “Purchaser”) Acquiring Party, and Acquiring Party shall be bound to Subtenant under all of the terms, covenants and conditions of the Sublease for the balance of the term hereof remainingremaining term, and including any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereofrenewals, with the same force and effect as if Acquiring Party were Lessee under the Purchaser were Landlord under this Lease, and Tenant does hereby agree Sublease. Subtenant agrees to attorn to Acquiring Party as the PurchaserLessee, including with the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be being effective and self-operative without the execution of any further instruments, immediately upon the Purchaser Acquiring Party succeeding to the interest of Landlord Lessee under this Leasethe Sublease, all without the execution by the parties of any further instruments. Notwithstanding 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 foregoing, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment by TenantSublease and directing where rent should be mailed. The respective rights and obligations of Tenant Subtenant and the Purchaser Acquiring Party upon such attornment, to the extent of the then then-remaining balance of the Term term of this Lease and any such extensions and renewalsthe Sublease, shall be and are the same as those set forth hereinin the Sublease, which is incorporated by reference in this Agreement. In If Acquiring Party succeeds to Lessee’s interest in the event of such transfer of Landlord’s interestsSublease, Landlord Acquiring Party shall be released bound to Subtenant under all the terms, covenants and relieved from all 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 (to Amended and Restated Lease) might have had against Lessee. The Acquiring Party shall have no obligation or 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 Subtenant for any obligations of Landlord Lessee under this Lease the terms of the Sublease which were owed or accruing from and after prior to the date the Acquiring Party acquired Lessee’s interest, including without limitation, for acts or omissions of such transferthe 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 received, the funding of any construction obligations or tenant improvements.

Attornment. If For the interests purposes of this Section, the term "Successor ---------- Landlord" shall mean the Superior Lessor or Superior Mortgagee if the same succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease by virtue of having purchased the Land and the Building at a foreclosure sale. The Successor Landlord shall accept Tenant'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 under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease except that the Successor Landlord shall not: (i) be transferred voluntarily liable for any previous act or omission of Landlord under this Lease except that Tenant may terminate the Lease if the Successor Landlord fails to cure any continuing breach of this Lease caused by the Landlord's prior acts or omissions within a reasonable period of time; (ii) be subject to any offset, deficiency or defense which theretofore shall have accrued to Tenant against Landlord; (iii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month's Base Rent, unless such modification or prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee whose name and address shall previously have been furnished to Tenant and through or by reason of foreclosure or other proceedings for enforcement of any mortgage on which the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Successor Landlord under this Lease, and Tenant does hereby agree to attorn shall have succeeded to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest right of Landlord under this Lease. Notwithstanding ; (iv) be liable for the foregoingcommencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises required under this Lease, howeveror any expansion or rehabilitation of existing improvements upon the Premises, Tenant hereby agrees or for restoration of improvements following any casualty not required 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant insured under this Lease or otherwise and Landlord’s successor by acceptance for the costs of Rent from Tenant hereunder shall become liable and responsible any restoration in excess of the proceeds recovered under any insurance required to Tenant in respect to all obligations of Landlord be carried under this Lease; (v) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of any Superior Mortgage and the execution of this Lease accruing from and after or any lien or judgment which may arise at any time under the date terms of such transferthis Lease; or (vi) be liable for the return of any security deposit which was not actually transferred to the Successor Landlord.

Attornment. If If, and so long as this Lease is in full force and effect, then, subject to the interests 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 Lease, subject to the duty of the mortgagee to remedy, cure or mitigate, all if and to the extent provided in the SNDA or (iv) any bankruptcy or similar proceedings with respect to Landlord, if and to the extent provided in the SNDA; (b) if any such mortgagee shall become possessed of the Premises, Tenant shall be transferred voluntarily 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 by reason purchaser, at a private or public sale shall become possessed of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transfereewithout charge, be bound attorn to such transferee mortgagee or purchaser as its landlord under this Lease so long as all Landlord defaults have been cured as required herein, if and to the extent provided in the SNDA. Tenant agrees that in the event Landlord is in default under this Lease, any mortgagee or trustee under a deed of trust of Landlord's interest in the Premises shall be permitted (herein sometimes called but not required) to enter the “Purchaser”) Premises for the balance purpose of correcting or remedying such default, and Tenant agrees to accept performance by such mortgagee or trustee in lieu of performance by Landlord, if and to the extent timely performed as provided in the SNDA. Tenant further agrees that, from and after written notice from Landlord of the term hereof remainingname and address of any mortgagee or trustee, and Tenant will contemporaneously deliver notice to any extensions such mortgagee or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were trustee of a default by Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transfer.

Attornment. If Tenant covenants and agrees to attorn to the interests of Landlord under this Agent or any other Foreclosure Transferee, as Tenant's new landlord, and agrees that the Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected continue in accordance with the terms and provisions hereof, with the same full force and effect as a direct lease between Tenant and the Agent or any other Foreclosure Transferee, if applicable, upon all of the Purchaser were terms, covenants, conditions and agreements set forth in the Lease; provided, however, the Agent, Lenders or such other Foreclosure Transferee shall not be: (a) liable for any act, omission or breach of warranty or representation of any prior landlord, including Landlord; provided, however, if Tenant has provided Ageut a copy of any notices delivered to Landlord of a default by Landlord, Agent or the Foreclosure Transferee, as the case may be, will be obligated under this Leasethe Lease for any default of Landlord stated in said notice delivered to Agent, which is reasonably susceptible to being cured and Tenant does hereby agree to attorn which continues and remains uncured at the time Agent or such other Foreclosure Transferee obtains possession or title to the PurchaserLand, including in which case, Agent or the mortgagee under any such mortgage if it Foreclosure Transferee will be afforded thirty (30) days from the Purchaser, as its landlord, said attornment to be effective and self-operative without later of (i) Agent or the execution of any further instruments, upon the Purchaser succeeding Foreclosure Transferee obtaining possession or title to the interest Land, or (ii) Agent's or the Foreclosure Transferee's receipt of Landlord under this Leasea notice from Tenant specifying such default. Unless such default is of such a nature to reasonably require more than thirty (30) M - 2 days to cure and then, Agent or the Foreclosure Transferee shall be permitted such additional time as is reasonably necessary to effect such cure, if Agent or the Foreclosure Transferee is proceeding diligently. to cure such default. Notwithstanding the foregoing, Agent or the Foreclosure Transferee will not be liable for any act, omission or breach of warranty or representation of any prior landlord occurring prior to Agent filing a foreclosure· proceeding against the Land, unless Tenant has given Agent written notice ofthe default prior to such filing; (b) subject to any offset, defense or counterclaim which Tenant might be entitled to assert against any prior landlord, including Landlord; provided, however, if (i) Tenant hereby agrees has complied with Tenant's obligations under the Lease (if any) to execute 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 instrument(scontractual self-help and offset rights permitted under the Lease with respect to any default of Landlord that (i) continues and remains uncured at the time Agent or such other Foreclosure Transferee obtains possession, control or title to the Premises, and (ii) 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 Land, unless Tenant has given Agent written notice of the default prior to such filing, but Tenant shall still have rights to self-help; (c) bound by any payment of rent, additional rent or other sum made by Tenant to Landlord may deem desirable to evidence said attornment for more than one (1) month in advance of its due date under the Lease; (d) bound by Tenant. The respective rights and obligations any amendment or modification of Tenant and the Purchaser upon such attornmentLease, any assignment of the Lease, or any subletting the Lease hereafter made without the prior written consent of the Agent, to the extent of such amendment or modification matenally and adversely alters the then remaining balance of the Term of this Lease and any such extensions and renewalsrights, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease duties 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 Lease, including without limitation, (i) a change in the initial or any renewal term of such transferthe Lease,.

Attornment. If the interests of Landlord under this the Lease shall be transferred voluntarily to any superior Mortgagee or other purchaser or person taking title to the Building by reason of foreclosure or other proceedings for enforcement the termination of any superior lease or the foreclosure of any superior mortgage on the Leased Premisesor deed of trust, Tenant shall, at the election of such transferee, shall be bound to such transferee successor landlord (herein sometimes called "Successor Landlord") under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if Successor Landlord were the Purchaser were Landlord landlord under this the Lease, and Tenant does hereby agree to shall attorn to the Purchaser, including the mortgagee and recognize as Tenant's landlord under any this Lease such mortgage if it be the PurchaserSuccessor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser Successor Landlord's succeeding to the interest of Landlord under this the Lease. Notwithstanding the foregoingTenant shall, howeverupon demand, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable documents reasonably requested by any such person to evidence said the attornment by 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. The respective rights and 's financial obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of 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, Landlord agrees to make commercially reasonable efforts to (but will not guarantee that it can) obtain from any 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 be embodied in the Mortgagee's customary form of subordination and non-disturbance agreement. If, after exerting commercially reasonable efforts, Landlord is unable to obtain a subordination, recognition and non-disturbance agreement from any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Mortgagee or Successor Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing have no further obligation to Tenant under this Lease or otherwise and with respect thereto. Tenant agrees to pay Landlord’s successor by acceptance , within ten (10) calendar days of Rent from Tenant hereunder shall become liable and responsible to Tenant in respect receipt of written demand therefore, as additional rent, an amount equal to all obligations of costs and expenses paid or incurred by Landlord under in connection with Landlord's attempt to comply with this Lease accruing from Section 17.02, including, without limitation, legal fees, processing costs and after the date of such transferany other administrative expenses (which legal fees, processing costs and other administrative expenses shall not exceed $1,000 per occurrence.)

Attornment. If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement Tenant agrees that if any holder of any mortgage on lien encumbering any part of the Leased Premises (the "Purchaser") succeeds to Landlord's interest in the Leased Premises, after receipt of written notice, Tenant shall, at the election of such transferee, be bound will pay to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord all rents subsequently payable under this Lease. Tenant agrees that in the event of enforcement by the trustee or the beneficiary under or holder or owner of any such lien of the remedies provided for by law or by such lien, Tenant will, upon request of the Purchaser, automatically become the tenant of and Tenant does hereby agree to attorn to the Purchaser without change in the terms or provisions of this Lease. Upon request by Landlord or the Purchaser, including and without cost to Tenant, Tenant will execute, acknowledge, and deliver an instrument or instruments confirming the mortgagee under attornment or acknowledging the agreement to so attorn, provided that Tenant receives a Mortgagee-Tenant Non-Disturbance and Attornment Agreement as provided for in Section 9.04 below. If Tenant fails or refuses to execute, acknowledge, and deliver any such mortgage if it document within twenty (20) days after written demand, landlord or the Purchaser will be entitled to execute; acknowledge, and deliver any and all such documents for and on behalf of Tenant as attorney-in-fact for Tenant, coupled with an interest. Tenant, by this paragraph, constitutes and irrevocably appoints Landlord or the Purchaser, as its landlordTenant's attorney-in-fact, said attornment to be effective execute, acknowledge, and selfdeliver any and all documents described in this Section for and on behalf of Tenant, as provided in this Section. Any attorney-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord in-fact under this Lease. Notwithstanding Section shall require that any document executed by the foregoing, however, attorney-in-fact for 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be delivered conditioned upon Tenant receiving a Mortgagee- Tenant Non-Disturbance and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferAttornment Agreement.

Attornment. a. If Lender or any receiver appointed at Lender's request exercises its right pursuant to the interests Security Instruments to receive the rents payable by Tenant under the Lease, neither Lender nor such receiver shall thereby become obligated to Tenant for the performance of any of the terms, covenants, conditions and agreements of Landlord under this the Lease, unless and until Lender forecloses upon, or accepts from Landlord a deed in lieu of foreclosure upon, the Premises and Lender exercises its option of attornment as provided below. Landlord and Tenant agree that Tenant shall make the payments to be made by Tenant under the Lease to Lender or such receiver, as the case may be, upon receipt of written notice of the exercise of such rights, and Tenant agrees not to prepay any sums payable by Tenant under the Lease. Such receipt of rent by any other Lender or such receiver shall not relieve Landlord of its obligations under the Lease, and Tenant shall continue to look to Landlord only for performance thereof unless and until Lender forecloses upon, or accepts from Landlord a deed in lieu of foreclosure upon, the Premises and Lender exercises its option of attornment as provided below. b. If the interest of Landlord shall be transferred voluntarily acquired by Lender or its nominee, whether by reason foreclosure or deed in lieu of foreclosure or other proceedings for enforcement of any mortgage on upon the Leased Premises, it is agreed that, AT THE OPTION OF LENDER, ITS NOMINEE OR SUCH OTHER PURCHASER, which option shall be exercised by written notice to Tenant shall, at prior to or upon the election effective date of such transferee, succession. Tenant shall be bound to Lender or its nominee or such transferee (herein sometimes called other purchaser under all the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof thereof remaining, and any extensions or renewals thereof which may be effected in accordance with any option therefor contained in the terms and provisions hereofLease, with the same force and effect as if said Lender or its nominee or such other purchaser were the Purchaser were Landlord landlord under this the Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, other instruments on the part of either party hereto immediately upon the Purchaser Lender's or its nominee's or such other purchaser's succeeding to the interest of Landlord under this the Lease. Notwithstanding Tenant hereby. agrees that Lender or its nominee or such other purchaser shall not be responsible or liable in any way for any default under the foregoing, 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, Lease occurring prior to the extent time Lender or its nominee or such other purchaser obtains title to the estate owned by Landlord and is entitled to actual, unrestricted possession of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferPremises.

Attornment. If Lender succeeds to Landlord’s interest in the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased PremisesLease, Tenant shall, at the election of such transferee, will be bound to such transferee (herein sometimes called Lender according to the “Purchaser”) Lease for the balance of the term hereof remaining, of the Lease and any extensions or renewals thereof which may be effected in accordance with extension of the terms and provisions hereof, with the same force and effect Lease as if Lender were the Purchaser were Landlord under this the Lease, and Tenant does hereby agree to will attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, Lender as its landlordLandlord, said attornment to be effective and self-operative without the execution of any further instruments, immediately upon the Purchaser Lender’s succeeding to the interest of Landlord under this 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. Notwithstanding Subject to Paragraph 4, upon such attornment the foregoing, 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall Lender will be and are the same as those set forth hereinthey would have been if Lender had been landlord under the Lease. In Notwithstanding the event terms of such transfer of this Paragraph 3, Tenant will be obligated to pay rent directly to Lender prior to Lender’s succeeding to Landlord’s interests, Landlord shall be released and relieved interest in the Lease upon the earlier of Tenant’s receipt of a copy of (a) notice from all liability and responsibility thereafter accruing Lender to Tenant that Landlord is in default under this the terms and conditions of the 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 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 Lender from and after said notice, by virtue of the date authority herein and in the Assignment of Rents and Leases recorded at O.R. Book , Page , Public Records of Pinellas County, Florida; (b) an order of sequestration in favor of Lender; or (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 to pay in accordance with this Paragraph 3 any and all amounts due Landlord pursuant to the Lease to Lender or such transfernominee as Lender may designate in writing delivered to and received by Tenant, said Tenant being expressly relieved of any and all duty, liability or obligation to Landlord in respect of all payments so made.

Attornment. If the interests of Landlord under this the Lease shall be ---------- transferred voluntarily to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of foreclosure or other proceedings for enforcement the termination of any superior lease or the foreclosure of any superior mortgage on the Leased Premisesor deed of trust, Tenant shall, at the election of such transferee, Tenant-shall be bound to such transferee (herein sometimes called Successor Landlord under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if Successor Landlord were the Purchaser were Landlord landlord under this the Lease, and Tenant does hereby agree to shall attorn to the Purchaser, including the mortgagee and recognize as Tenant's landlord under any this Lease such mortgage if it be the PurchaserSuccessor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser 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 the landlord under this Lease. Notwithstanding Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the foregoingattornment described in this Section 17.2. Concurrently, howeverupon written request from Tenant, and provided Tenant hereby is not in default under this Lease, Landlord agrees to execute any instrument(s) which use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee"s customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord may deem desirable is unable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and obtain a Non-Disturbance Agreement from 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 interestsMortgagee, Landlord shall be released and relieved from all liability and responsibility thereafter accruing have no further obligation 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 with respect to all obligations of Landlord under this Lease accruing from and after the date of such transferthereto.

Attornment. If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree agrees to attorn to the Purchaser, including the mortgagee under any such mortgage Lender if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding Lender acquires title to the interest 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 acquires title to the Premises being referred to herein as the “Attornment Date”) in each case under this all of the terms, conditions, and covenants of the Lease. Notwithstanding the foregoing; provided, however, that a. Tenant hereby agrees shall be under no obligation to execute pay rent or render any instrument(sperformance to the New Landlord until it has received notice (in the manner provided in the Lease) which 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 may deem desirable to evidence said attornment by Tenant. The 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 provided in the Purchaser upon Lease, which is incorporated in this Agreement by reference, except that: (1) New Landlord will not be liable for nonpayment or nonperformance by any prior landlord of Lease obligations arising prior to the Attornment Date, or for damages resulting from any prior landlord’s act or omission which occurred prior to the Attornment Date, except that: (a) Tenant will be entitled to utilize any rent reduction, offset, credit or holdback rights available to Tenant under the Lease to recover the cost of curing any such attornmentdefault 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 security deposit paid by Tenant to any prior landlord, except to the extent such security deposit paid been actually received by or credited to the account of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of New Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transfer.

Attornment. If a Termination occurs, Subtenant does hereby attorn to Owner as the interests of Landlord sublandlord under this Lease the Sublease, and Subtenant shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called Owner under all of the “Purchaser”) terms, covenants, conditions and provisions of the Sublease for the balance of the term hereof remainingSublease term, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, all with the same force and effect as if Owner had been the Purchaser were Landlord original sublandlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said Sublease. This attornment to shall be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser Owner’s succeeding to the interest of Landlord the sublandlord under this Leasethe Sublease. Notwithstanding the foregoing, howeverOwner shall not be: (a) Liable for any act, Tenant hereby agrees omission or default of any prior sublandlord (including the then defaulting Sublandlord) unless such act, omission 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 execute complete any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective Sublandlord’s work, although Subtenant shall have Subtenant’s other rights and obligations of Tenant and the Purchaser upon such attornment, remedies with respect to the extent failure of Sublandlord to complete Sublandlord’s work. (b) Liable for any damage or other relief attributable to any breach of any representation or warranty contained in the Sublease by Sublandlord or any prior sublandlord under the Sublease; (c) 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 the current month to Sublandlord or any prior sublandlord; (e) Bound by any amendment of the then remaining balance Sublease or by any waiver or forbearance on the part of Sublandlord or any prior sublandlord made or given without the Term written consent of this Lease and Owner; (f) Bound to make any payment to Subtenant or to perform any construction requirements under in the Sublease (but if (i) the allowances expressly provided in the Sublease shall not be paid to Subtenant or (ii) Subtenant shall exercise Subtenant’s rights to undertake such extensions and renewalsconstruction, Subtenant shall have the right of offset expressly provided in the Sublease); or (g) Liable to Subtenant in any event for any cause whatsoever for damages or claims in excess of Owner’s interest in the Property, it being expressly agreed that Owner’s liability under the Sublease shall be nonrecourse and are the same as those set forth herein. In that Subtenant’s sole remedy in the event of such transfer of Landlord’s interests, Landlord it obtains a judgment against Owner for its default under the Sublease shall be released to foreclose such judgment against Owner’s interest in the Property and relieved from all liability and responsibility thereafter accruing not to Tenant under this Lease or otherwise and Landlord’s successor by acceptance proceed against any other assets 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 transferOwner.

Attornment. If This Lease is subject and subordinate to the interests 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 shall not be transferred voluntarily subject or by reason of foreclosure or other proceedings for enforcement subordinate to the lien of any mortgage on future first Mortgage unless the Leased PremisesTenant first receives a nondisturbance agreement from the Mortgagee in form satisfactory to Tenant. In confirmation of such 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 execute any such certificates for or on behalf of Tenant. Tenant agrees that in the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) event that any proceedings are brought for the balance foreclosure of any Mortgage, Tenant shall attorn to the term hereof remainingpurchaser at such foreclosure sale if requested to do so by such purchaser, and any extensions or renewals thereof which may be effected in accordance with to recognize such purchaser as the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree waives the provision of any statute or rule of law, now or hereafter in effect, which may give or purport to attorn give Tenant any right to terminate or otherwise adversely affect this Lease and the Purchaser, including obligations of Tenant hereunder in the mortgagee under event that any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Leaseforeclosure proceeding is prosecuted or completed. Notwithstanding the foregoing, howeverTenant agrees that the holder of any first Mortgage shall have the right to make this Lease superior to the lien of such first Mortgage, by the filing of subordination statements or otherwise, and Tenant hereby agrees consents 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferfiling.

Attornment. If (a) Upon the interests occurrence of Landlord under this Lease an Attornment Event, Subtenant shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee Landlord under all of the terms, covenants and conditions of the Sublease (herein sometimes called the “Purchaser”except as set forth in paragraph 3 and in subparagraph 5(b) below) for the balance of the term hereof remaining, thereof and of any extensions or renewals thereof which may be that are effected in accordance with the terms and provisions hereofSublease, with the same force and effect as if Landlord were the Purchaser were Landlord sublandlord under this Leasethe Sublease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative as of the date that such Attornment Event occurs (subject to the condition precedent set forth in paragraph 5(b)(iii) below), without the execution of any further instrumentsagreement. 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 Purchaser succeeding 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 vitiate such attornment. Subtenant waives the provisions of any statute or rule of law now or hereafter in effect that may give it any right or election to terminate or otherwise adversely affect the Sublease or the obligations of Subtenant thereunder by reason of any proceeding in connection with such Attornment Event. (b) Notwithstanding anything contained in this Agreement or the Sublease to the interest of Landlord under this Lease. Notwithstanding the foregoingcontrary, 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing 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 credits, offsets, deductions or 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 would have been payable under the Xxxxxxxxx with respect to the Premises had the Attornment Event not otherwise occurred; (ii) 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 transferterm 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 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 restrictive Sublease provision shall continue to 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 (iii) as a condition precedent to Landlord’s recognition of the Sublease and the attornment of Subtenant hereunder, Subtenant shall, within ten (10) days after an Attornment Event, deliver to Landlord either (A) proof reasonably satisfactory to Landlord that Subtenant has a net worth and creditworthiness computed in accordance with GAAP (as such term is defined in the Xxxxxxxxx) at least equal to the net worth and creditworthiness of Subtenant at the time of the execution and delivery of this Agreement or (B) a security deposit (or letter of credit) in an amount equal to twelve (12) months of fixed rent under the Sublease (as the same may have been increased to coincide with the Annual Fixed Rent payable hereunder pursuant to clause (i) above).

Attornment. The final, basic element of an SNDA is the tenant’s agreement to attorn to and recognize the lender (or another party acquiring the property in connection with a foreclosure or deed in lieu thereof) as its landlord under the 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 liabilities under the lease. A balanced attornment provision might read like this: “If the interests of Landlord under this the Lease shall be transferred voluntarily or by reason of the exercise of any foreclosure or other proceedings 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 mortgage on provisions of the Leased PremisesMortgage or otherwise, Tenant shall, at the election of such transferee, thereafter shall be bound to such transferee Purchaser (herein sometimes called hereinafter defined) or Lender, as the “Purchaser”) case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if Purchaser or Lender were landlord under the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to Purchaser or Lender, as the Purchaser, including the mortgagee under any such mortgage case may be (if it be takes title to or possession of the PurchaserProperty), as its landlord, said landlord under the Lease. Such attornment to shall be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser succeeding succession by Xxxxxxxxx to the interest of Landlord under this Leasethe Lease or the taking of title to or possession of the Property by Xxxxxx. Notwithstanding the foregoing, howeverNevertheless, Tenant hereby agrees shall, from time to time at no cost to Tenant, execute any instrument(s) which Landlord and deliver such instruments evidencing such attornment as Purchaser or Lender may deem desirable to evidence said attornment by Tenantreasonably require. The respective rights and obligations of the Purchaser, Lender and Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term term of this the Lease and any such extensions and renewals, shall be and are the same as those now set forth in the Lease except as otherwise expressly provided in Section __ hereof. As used herein. In , the event of such transfer of Landlord’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 to all obligations term “Purchaser” means any person acquiring the interest of Landlord under this the Lease accruing from and after as a result of any foreclosure or other action or proceeding in the date nature of foreclosure or by way of any deed in lieu of any such transferaction or proceeding.”

Attornment. If Following Termination of the interests Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of Landlord the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under this Lease the 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 not be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement considered unreasonable in such event. General Contractor’s attornment to and recognition of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to 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 instrumentsinstrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment receipt by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent General Contractor of the then remaining balance of notice contemplated by this Section, the Term of General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Lease Agreement) between the Replacement Concessionaire 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 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 to all obligations of Landlord under this Lease accruing from and after the date of such transferGeneral Contractor.

Attornment. If For the interests purposes of this Section, the term "SUCCESSOR LANDLORD" shall mean the Superior Lessor or Superior Mortgagee if the same succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any 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 Successor Landlord's written agreement to accept Tenant'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 under this 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 attornment and approved by Tenant, which approval shall not be transferred voluntarily unreasonably withheld. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease except that the Successor Landlord shall not: (i) 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 offsets or defenses arise out of acts or omissions of Successor Landlord, and provided further, that nothing herein shall limit Tenant's offsets or defenses which shall accrue to Tenant against Successor Landlord during the time Successor Landlord holds title to or has possession of the Premises for breach of the maintenance and repair responsibilities or for breach of the covenant of quiet enjoyment under the Lease, or for any offsets or defenses which arise therefrom; (iii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month's Base Rent, unless such modification or prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of foreclosure which the Successor Landlord shall have succeeded to the right of Landlord under this Lease; (iv) be liable for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises required under this Lease, or any expansion or rehabilitation of existing improvements upon the Premises, or for restoration of improvements following any 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 proceedings compensation heretofore or hereafter to be made for enforcement any taking by eminent domain of any mortgage on part of the Leased Premises, Tenant shalland as to the right of disposition thereof, at the election same shall be in accordance with the provisions of such transfereeany Superior Lease or Superior Mortgage; (vi) be liable for any right and claim under this Lease in, to and upon any proceeds payable under all policies of fire and rent insurance upon the Premises and as to the right of disposition thereof, the same shall be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms of any Superior Lease or Superior Mortgage; (vii) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of any Superior Mortgage and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and 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 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 the interests of Landlord Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall be transferred voluntarily 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 by reason buildings or upon the execution of any deed in lieu of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound in respect to such transferee (herein sometimes called Mortgage. Tenant shall pay all rental payments required to be made pursuant to the “Purchaser”) terms of this Lease for the balance duration of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under of this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said . Tenant’s attornment to shall be effective and self-self- operative without the execution of any further instrumentsinstrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. If requested, upon Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for herein; provided, however, that no such Mortgagee or successor-in-interest shall 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 Purchaser express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, nor for the return of any sums which Tenant may have paid to Landlord under this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Landlord to Mortgagee. If Mortgagee, by succeeding to the interest of Landlord under this Lease. Notwithstanding , should become obligated to perform the foregoingcovenants of Landlord hereunder, howeverthen, Tenant hereby agrees to execute upon, 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such further transfer of Landlord’s interestsinterest by Mortgagee, Landlord all such obligations shall be released and relieved from all liability and responsibility thereafter accruing terminate as 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 transferMortgagee.

Attornment. If Notwithstanding anything to the interests of Landlord under this contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease shall be transferred voluntarily to Lender or by reason any other person or entity (“New Owner”) by, or in lieu of judicial or nonjudicial foreclosure or other proceedings of the Mortgage, Tenant agrees, for enforcement the benefit of New Owner and effective immediately and automatically upon the occurrence of any mortgage on such transfer, that: (a) Tenant shall pay to New Owner all rental payments required to be made by Tenant pursuant to the Leased Premises, terms of the Lease for the remainder of the Lease term; (b) Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected New Owner in accordance with all of the terms and provisions hereof, with of the same force and effect as if Lease for the Purchaser were Landlord under this Lease, and remainder of the Lease term; (c) Tenant does hereby agree attorns to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, New Owner as its landlord, said such attornment to be effective and self-operative without the execution of any further instrumentsinstrument; (d) New Owner shall not be liable for any default of any prior landlord under the Lease, upon including, without limitation, Owner, except where such default is continuing at the Purchaser succeeding time New Owner acquires title to the interest leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses are specifically set forth in the Lease and arise out of Landlord under this Lease. Notwithstanding a default of the foregoing, however, Tenant hereby agrees prior landlord which is continuing at the time New Owner acquires title to execute the leased premises and New Owner fails to cure same after receiving notice thereof; (f) New Owner shall not be liable for any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective rights and 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 rent or additional rent which Tenant and might have paid for more than the Purchaser upon such attornmentthen current rental period to any prior landlord (including the Landlord), except to the extent actually received by New Owner; or (h) New Owner shall not be bound by any amendment or modification of the then remaining balance of the Term of this Lease made without New Owner’s prior written consent; and (i) New Owner shall not be bound by or responsible for 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 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 security deposit not actually received 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 transferNew Owner.

Attornment. If for any reason the interests leasehold estate of Landlord as Tenant under any underlying lease is terminated by summary proceedings or otherwise, Tenant will attorn to the Landlord under such underlying Lease and will recognize such Landlord as Tenant's Landlord under this Lease shall (sub)lease. Tenant agrees to execute and deliver, at any time, and from time, to time, upon the request of Landlord or of the Landlord under any such underlying lease, any instrument which may be transferred voluntarily necessary or by reason appropriate to evidence such attornment and Tenant hereby appoints Landlord the Landlord under such underlying lease the attorney-in-fact, irrevocable, of foreclosure or other proceedings Tenant to execute and deliver any such instrument for enforcement and on behalf of Tenant. Tenant further waives the provisions of any mortgage on statute or rule of law now or election to terminate this (sub)lease or to surrender possession of the Leased Premises in the event such underlying lease terminates or any such proceeding is brought by Landlord under such underlying lease, and 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 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 Article 29 of the underlying Land Lease between the Trustees of Princeton University as landlord and Landlord as tenant. NOTICE REGARDING TENANT'S MOVING IN OR OUT PARAGRAPH 45 Two days prior to any move into or out of the Premises, Tenant shallmust notify National Business Parks, at the election of such transfereeas Agent for 300 CRA LLC, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remainingfollowing: the name of the Moving Company, Moving Company representative in charge of the move, and any extensions 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 renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenantholidays or after 4:30 P.M. on other days. The respective rights and obligations of Tenant and insurance evidence in the Purchaser upon such attornment, form required by Paragraph 19 hereof must be delivered to the extent Landlord prior to commencement of the then remaining balance Tenant's move into or out of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferPremises.

Attornment. If any Fee Mortgagee, or any of its successors or assigns, or any other person claiming by or through any such Fee Mortgagee or by or through any foreclosure proceeding of any such Fee Mortgagee shall succeed to the interests rights of Landlord under this Lease, such Fee Mortgagee or other person shall accept this Lease and recognize Tenant as the holder of all of the rights of Tenant hereunder, and Tenant shall attorn to and recognize such successor as Xxxxxx's landlord under this Lease, and such successor and Xxxxxx shall promptly execute and deliver at any time any instrument that may be reasonably necessary to evidence such acceptance and attornment. In addition, any Fee Mortgage shall provide that in the event that the Fee Mortgagee thereunder shall succeed to the rights of Landlord under this Lease shall be transferred voluntarily or by reason 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 for enforcement 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, this Lease shall continue in full force and effect as a direct lease between Tenant and such successor Xxxxxxxx, upon and subject to all of the then executory terms, covenants and conditions of this Lease. The provisions of this Section 7.01(b) shall be self-operative and no instrument of any mortgage on such attornment shall be required or needed by the Leased Premisesholders of any such Fee Mortgage. In confirmation of any such attornment, Tenant shall, at Landlord's request or at the election request of any such transfereeFee Mortgagee, be bound to promptly execute and deliver such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which further instruments as may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under reasonably required by any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferFee Mortgagee.

Attornment. If any Permitted Leasehold Mortgagee succeeds to the interests interest of Landlord 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 transferred voluntarily recognized as a direct lease from Landlord to such Permitted Leasehold Mortgagee or by reason of foreclosure such Permitted Leasehold Mortgagee’s designee, and Landlord and the Permitted Leasehold Mortgage or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, its designee shall each be bound to such transferee (herein sometimes called the “Purchaser”) for other under all of the balance 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 hereof remainingthereof to the same extent as set forth therein, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser 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 the Premises. Notwithstanding anything to the contrary contained herein or in this Lease, Landlord hereby covenants and agrees that any Permitted Leasehold Mortgagee who succeeds to the interest of Tenant under this Lease, and Tenant does hereby agree such Permitted Leasehold Mortgagee’s successors and assigns, shall not be (i) subject to attorn any offsets or defenses which Landlord might have as to the PurchaserTenant, including (ii) required to pay Landlord rent or additional rent or any rental period beyond the mortgagee under current rental period which Tenant might have paid to Landlord, or (iii) bound by or required to perform any such mortgage if it be the Purchaserduty, as its landlordobligation, said attornment to be effective and self-operative without the execution of any further instrumentscovenant, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, 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 of the then remaining balance of the Term term or agreement of this Lease and contained in any such extensions and renewals, shall be and are the same as those set forth herein. In the event amendments or modifications of such transfer of Landlord’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 which have not been approved 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 transferPermitted Leasehold Mortgage.

Attornment. If the interests of Landlord under this the Lease shall be transferred voluntarily to any superior Mortgagee or other purchaser or person taking title to the Building by reason of foreclosure or other proceedings for enforcement the termination of any superior lease or the foreclosure of any superior mortgage on the Leased Premisesor deed of trust, Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called Successor Landlord under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if Successor Landlord were the Purchaser were Landlord landlord under this the Lease, and Tenant does hereby agree to shall attorn to the Purchaser, including the mortgagee and recognize as Tenant’s landlord under any this Lease such mortgage if it be the PurchaserSuccessor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser 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. Notwithstanding the foregoing, however, Tenant hereby Landlord agrees to execute any instrument(s) which use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of Subordination and Non-Disturbance Agreement. If after exerting diligent, commercially reasonable efforts, Landlord may deem desirable is unable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and obtain a Non-Disturbance Agreement from 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 interestsMortgagee, Landlord shall be released and relieved from all liability and responsibility thereafter accruing have no further obligation 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 with respect to all obligations of Landlord under this Lease accruing from and after the date of such transferthereto.

Attornment. If Subject to the provisions of Paragraph 2 herein, if the interests of Landlord under this Lease shall be transferred voluntarily or Lessor in and to the Leased Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, foreclosure or other proceedings for enforcement brought by it or by any other manner, including (but not limited to) Mortgagee's exercise of its rights under any mortgage on security interest covering, or any assignment of, leases and rents, and Mortgagee succeeds to the Leased Premisesinterest of Lessor under the Lease, Tenant shall, at the election of such transferee, Lessee shall be bound to such transferee (herein sometimes called Mortgagee under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof remaining and any extensions extension or renewals renewal thereof which may be effected in accordance with the terms and provisions hereof, duly exercised by Lessee with the same force and effect as if Mortgagee were the Purchaser were Landlord Lessor under this the Lease, provided, however, Mortgagee abides by all of the terms of the Lease, including Tenant's right to quiet enjoyment (to the extent such quiet enjoyment is provided under the Lease) ; and Tenant Lessee does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the PurchaserMortgagee, as its landlordlessor, said attornment to be effective and self-operative operative, without the execution of any further instrumentsinstruments on the part of any of the parties hereto, immediately upon the Purchaser Mortgagee's succeeding to the interest of Landlord Lessor under this the Lease. Notwithstanding the foregoing; provided, however, Tenant that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. In the event Lessor receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents, Lessor hereby consents to the payment of such rents to Mortgagee thereafter and releases Lessee from any liability to Lessor for any such rents so paid to Mortgagee, and Mortgagee agrees to execute indemnify, defend and hold Lessee harmless from any instrument(s) which Landlord may deem desirable claim, including, without limitation, all reasonable expenses incurred by Tenant in connection therewith, asserted by Lessor for any such rents so paid to evidence said attornment by TenantMortgagee. The respective rights and obligations of Tenant Lessee and the Purchaser Mortgagee upon such attornment, to the extent of the then remaining balance of the Term term of this the Lease and any such extensions and renewalsextension or renewal, shall be and are the same as those now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth at length herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transfer.

Attornment. If Subject to the interests terms of Landlord under the Bloomberg SNDA (which shall supercede any conflicting provisions of this Section), each Modified Lease entered into from and after the date hereof shall be transferred voluntarily or provide that in the event of the enforcement by reason of foreclosure or other proceedings for enforcement Lender of any mortgage on remedy under the Leased PremisesLoan Agreement or this Security Instrument, Tenant Bloomberg under such Lease shall, at the election option of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions Lender or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser other Person succeeding to the interest of Landlord Lender as a result of such enforcement, attorn to Lender or to such Person and shall recognize Lender or such successor in the interest as lessor under this Lease. Notwithstanding such Lease without change in the foregoingprovisions thereof; provided, however, Tenant hereby agrees to execute Lender or such successor in interest shall not: (1) be liable for any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective rights and obligations previous act or omission of Tenant and Borrower under the Purchaser upon such attornment, Bloomberg Lease except to the extent of that such act or omission first arises under the then remaining balance of the Term of this Bloomberg Lease 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 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 to all obligations of Landlord under this Lease accruing from and after the date that Successor-Landlord (as such term is defined in the Bloomberg Lease) succeeds to the interest 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 Lender's existence, address and relation to Borrower, or (b) any previous prepayment of rent or additional rent for more than one (1) month which Bloomberg might have paid to Borrower other than as required by the terms of the Bloomberg Lease; (4) be bound by any obligation to make any payments to Bloomberg except to the extent that such transferobligation first arises under the Bloomberg Lease from and after the date that Successor-Landlord succeeds to the interest of Borrower; and (5) be bound by any obligation to perform any work or to make improvements to the Commercial Units, except for (i) repairs and maintenance pursuant to 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, (ii) repairs to the Commercial Units or any part thereof as a result of damage by fire or other casualty pursuant to Article 10 of the Bloomberg Lease, but only to the extent that such repairs can be reasonably made from the net proceeds of any insurance actually made available to Lender (with 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 award 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, upon the reasonable request by Lender or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment.

Attornment. If any Fee Mortgagee, or any of its successors or assigns, or any other person claiming by or through any such Fee Mortgagee or by or through any foreclosure proceeding of any such Fee Mortgagee shall succeed to the interests rights of Landlord under this Lease, such Fee Mortgagee or other person shall accept this Lease and recognize Tenant as the holder of all of the rights of Tenant hereunder, and Tenant shall attorn to and recognize such successor as Tenant's landlord under this Lease, and such successor and Tenant shall promptly execute and deliver at any time any instrument that may be reasonably necessary to evidence such acceptance and attornment. In addition, any Fee Mortgage shall provide that in the event that the Fee Mortgagee thereunder shall succeed to the rights of Landlord under this Lease shall be transferred voluntarily or by reason 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 for enforcement 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, this Lease shall continue in full force and effect as a direct lease between Tenant and such successor Landlord, upon and subject to all of the then executory terms, covenants and conditions of this Lease. The provisions of this Section 7.01(b) shall be self-operative and no instrument of any mortgage on such attornment shall be required or needed by the Leased Premisesholders of any such Fee Mortgage. In confirmation of any such attornment, Tenant shall, at Landlord's request or at the election request of any such transfereeFee Mortgagee, be bound to promptly execute and deliver such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which further instruments as may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under reasonably required by any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferFee Mortgagee.

Attornment. If the interests of Landlord under Lessee agrees that this Lease shall not be transferred voluntarily or terminable by Lessee by reason of any foreclosure of a Mortgage, nor by reason of the institution of any suit, action, summary or other proceedings proceeding against Lessor or any foreclosure proceeding brought by a Mortgagee to recover possession of the Property by operation of law or otherwise and that the same shall not result in the cancellation or termination of this Lease by Lessee or of the obligations of Lessee hereunder. If at any time prior to the expiration of the Term, any Mortgagee comes into possession of the Property or a receiver shall be appointed for enforcement of any mortgage on the Leased PremisesLessor’s Interests, Tenant shallLessee agrees, at the election and upon demand of any such transfereeMortgagee in possession, be bound to attorn, from time to time, to any such transferee (herein sometimes called Mortgagee or any Person acquiring the “Purchaser”) interest of Lessor as a result of any such foreclosure of a Mortgage or the granting of a deed or assignment in lieu of foreclosure, upon the then executory terms and conditions of this Lease for the balance remainder of the term hereof remainingTerm. The provisions of this Section 24.2 shall inure to the benefit of any such successor Lessor, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of a Mortgage, and any extensions or renewals thereof which may shall be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of upon any such demand, and no further instruments, upon the Purchaser succeeding instrument shall be required to the interest of Landlord under this Leasegive effect to said provisions. Notwithstanding the foregoingLessee, however, Tenant hereby agrees upon demand of any such successor Lessor, shall execute, from time to execute time, instruments in confirmation of the forgoing provisions of this Section 24.2 reasonably satisfactory to any instrument(s) which Landlord may deem desirable such successor Lessor and Lessee, acknowledging such attornment. Notwithstanding anything in this Section 24.2 to evidence said attornment by Tenant. The respective rights and the contrary, the obligations of Tenant Lessee, and the Purchaser upon such attornmentrights of any Mortgagee or other Person, under this Section 24.2 shall be subject to the extent Mortgagee’s assumption (subject to the terms of any Mortgagee Nondisturbance Agreement in favor of Lessee from such Mortgagee) of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferLessor hereunder.

Attornment. 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 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 not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, 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 interests lien of Landlord under its mortgage, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound deemed prior to such transferee (herein sometimes called the “Purchaser”) for the balance mortgage, deed of the term hereof remainingtrust or ground lease, and any extensions whether this Lease is dated prior to or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn subsequent to the Purchaserdate of said mortgage, including deed of trust or ground lease, or the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution date of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, recording thereof Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable and all documents required to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such effectuate an attornment, a subordination or to make this lease subsequent to the extent hen of any mortgage, deed of trust or ground lease, as the then remaining balance of the Term of this Lease and any case may be. Tenant's failure to execute such extensions and renewalsdocuments within ten (10) days after written demand by Landlord shall constitute a material default by Tenant hereunder, shall be and are the same as those set forth herein. In the event of such transfer of or, at Landlord’s interests's option, Landlord shall be released execute such documents on behalf of Tenant as Tenant's attorney in fact. For that purpose, Tenant does hereby make, constitute and relieved from all liability irrevocable appoint Landlord as Tenant's attorney in fact and responsibility thereafter accruing in Tenant's name, place and stead, to Tenant under execute such documents in accordance with 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 transferparagraph.

Attornment. If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of the termination of any ground or underlying leases or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “PurchaserSuccessor Landlord”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser Successor Landlord were Landlord under this Lease, and Tenant does hereby agree to attorn to the PurchaserSuccessor Landlord, including the mortgagee under any such mortgage or the lessor under any such ground lease if it be the PurchaserSuccessor Landlord, as its landlord, said landlord under this Lease upon the then existing terms of this Lease. The foregoing attornment to shall be effective and self-operative without the execution of any further instruments, upon the Purchaser Successor Landlord succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any reasonable instrument(s) which Successor Landlord or its prospective mortgagee 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’s '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 '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 period of such successor Landlord's ownership of Landlord's interest hereunder, and not for any obligations of Landlord or any prior successor Landlord or any claim by or cause of action of Tenant arising or accruing prior to such successor Landlord's becoming the owner of Landlord's interest under this Lease accruing from and after the date of such transferLease.

Attornment. If the interests of Landlord under this Lease shall All subleases entered into by Tenant will be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound subject to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the all terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under conditions of this Lease, and each sublease will specifically state this fact. If this Lease terminates for any reason, all Sublessees will recognize County as the successor to Tenant does hereby agree under their respective subleases, and will render performance thereunder to County as if the sublease were executed directly between County and the Sublessees; provided, however, County agrees that, upon such termination, so long as a Sublessee has entered into an approved form sublease and is not in default under its sublease, County agrees to be bound by all of the terms 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 Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, County and recognize County as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord lessor under this Lease. Notwithstanding the foregoingsublease; provided, however, Tenant hereby 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 execute any instrument(s) which Landlord may deem desirable to evidence said attornment be bound by Tenant. The respective rights all the terms and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term conditions of this sublease. In the event this Lease is terminated for any reason, all Sublessees will be liable to County for their payment of rents and any such extensions fees and renewals, shall will be subject to all the provisions and are the same as those set forth hereinterms contained in their subleases. In the event of such transfer a termination of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease as a result of the default of Tenant hereunder, County hereby agrees that any sublease or otherwise and Landlord’s successor by acceptance other occupant of Rent from Tenant hereunder the Improvements now or hereafter located on the Premises shall become liable and responsible to Tenant not be disturbed so long as any such sublease or other occupant is not then in respect to all obligations default under the terms of Landlord under this Lease accruing from and the applicable sublease or other agreement after the date expiration of applicable notice and cure periods. At Tenant’s request, County hereby agrees to provide a non-disturbance agreement in the form attached hereto as Exhibit F to any such transfersubtenant or occupant within five (5) business days of written 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 interests Premises before the expiration of the Prime Lease, Prime Landlord under shall have the right to take over this Lease Sublease and to have it become a direct lease with Prime Landlord on the terms set forth in the Sublease Consent in which case Prime Landlord shall succeed to all the rights of Sublandlord hereunder. This Sublease shall be transferred voluntarily or by reason subject to the condition that, notwithstanding anything to the contrary in this Sublease, from and after the termination of foreclosure or other proceedings for enforcement of the Prime Lease, Subtenant shall waive any mortgage on the Leased Premises, Tenant shallright to terminate this Sublease and, at the election of such transfereePrime Landlord’s election, Subtenant shall be bound to such transferee (herein sometimes called the “Purchaser”) Prime Landlord for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to shall attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaserand recognize Prime Landlord, as its landlordsublandlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees 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 all of the then remaining balance executory terms of this Sublease, except that Prime Landlord shall not (i) be liable for any previous act, omission, or negligence of Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for or incorporated into this Sublease, which theretofore accrued to Subtenant, (iii) be bound by any modification or amendment of this Sublease or by any prepayment of more than one month’s Base Rent 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 (iv) be obligated to perform any repairs or other work in the Premises beyond Prime Landlord’s obligations 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 Term of this Lease and any such extensions and renewals, shall be and are type provided for in the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transferPrime Lease.

Attornment. If Beneficiary, by its acceptance of this Deed of Trust, hereby acknowledges and agrees that the interests liens granted herein are or 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 Lease the Permitted Leases shall not be transferred voluntarily or adversely affected by reason of foreclosure or other proceedings for enforcement the exercise by Beneficiary of any mortgage on of its rights hereunder, nor shall any such tenant be in any way deprived of its rights under the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected applicable Permitted Lease except in accordance with the terms and provisions hereof, with of such lease. In the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding event that Beneficiary succeeds to the interest of Landlord Trustor under a Permitted Lease, such Permitted Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Beneficiary or pursuant to the judgment of any court in an action to enforce the remedies provided for in this Deed of Trust shall be made subject to such Permitted Lease and the rights of such tenant expressly set forth thereunder. If Beneficiary succeeds to the interests of Trustor in and to the applicable leased premises or under such Permitted Lease or enters into possession of such leased premises, the Beneficiary, and such tenants, shall be bound to each other under all of the express terms, covenants and conditions of such Permitted Lease. Notwithstanding , as if the foregoingBeneficiary was originally the Trustor as lessor thereunder, provided, however, Tenant hereby agrees that Beneficiary or its successors and assigns, shall not be (i) subject to execute any instrument(scredits, offsets, defenses or claims which such tenant might have against Trustor; (ii) which Landlord may deem desirable liable for any act or omission of Trustor or for any indemnity, of whatever nature, by Trustor pursuant to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon any provision contained in such attornment, Permitted Lease with respect to any event occurring prior to the extent of date that Beneficiary or its successor or assign shall acquire the then remaining balance of leased premises; (iii) bound by any covenant to undertake or complete any construction in connection with the Term of this Lease and leased premises or to pay 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 interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing sums in connection therewith; or (iv) required to Tenant under this Lease account for any security deposit other than any security deposit actually delivered to Beneficiary or otherwise and Landlord’s its 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 transferor assign.

Attornment. If Subject to the interests 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 Agreement or the Security Instrument, Bloomberg under such Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election option of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions Lender or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser other Person succeeding to the interest of Landlord Lender as a result of such enforcement, attorn to Lender or to such Person and shall recognize Lender or such successor in the interest as lessor under this Lease. Notwithstanding such Lease without change in the foregoingprovisions thereof; provided, however, Tenant hereby agrees to execute Lender or such successor in interest shall not: (1) be liable for any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective rights and obligations previous act or omission of Tenant and Borrower under the Purchaser upon such attornment, Bloomberg Lease except to the extent of that such act or omission first arises under the then remaining balance of the Term of this Bloomberg Lease 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 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 to all obligations of Landlord under this Lease accruing from and after the date that Successor-Landlord (as such term is defined in the Bloomberg Lease) succeeds to the interest 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 Lender's existence, address and relation to Borrower, or (b) any previous prepayment of rent or additional rent for more than one (1) month which Bloomberg might have paid to Borrower other than as required by the terms of the Bloomberg Lease; (4) be bound by any obligation to make any payments to Bloomberg except to the extent that such transferobligation first arises under the Bloomberg Lease from and after the date that Successor-Landlord succeeds to the interest of Borrower; and (5) be bound by any obligation to perform any work or to make improvements to the Condominium Unit, except for (i) repairs and maintenance pursuant to 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, (ii) repairs to the Condominium Unit or any part thereof as a result of damage by fire or other casualty pursuant to Article 10 of the Bloomberg Lease, but only to the extent that such repairs can be reasonably made from the net proceeds of any insurance actually made available to Lender (with 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 award 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, upon the reasonable request by Lender or such successor in interest, to execute and deliver an instrument or instruments confirming such attornment.

Attornment. If Landlord’s interest in the interests Premises is transferred to or acquired by a Fee Mortgagee or any purchaser at a foreclosure sale (a “Foreclosure Purchaser”), (i) Tenant shall be bound to such Fee Mortgagee or Foreclosure Purchaser under the terms of Landlord under this Lease, (ii) Tenant shall thereafter attorn to such Fee Mortgagee or Foreclosure Purchaser, as the landlord hereunder, after it is notified of such transfer, unless this Lease is terminated in accordance with the provisions contained in this Lease, and (iii) such Fee Mortgagee or Foreclosure Purchaser shall be transferred voluntarily or bound by reason all of foreclosure or the terms of this Lease that are applicable to Landlord and shall, subject to the other proceedings for enforcement terms of any mortgage on the Leased Premisesthis section, satisfy all of Landlord’s obligations and liabilities hereunder. The foregoing provision shall be self-operative; provided, however, Tenant shall, at upon written demand, execute documentation confirming the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions matters set forth in this section. Any Fee Mortgagee or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Foreclosure Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding in the foregoingPremises shall not be (i) bound by any payment of Rent made by Tenant more than one (1) month in advance, however(ii) liable due to any act or omission of a prior landlord (including, 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 attornmentwithout limitation, Landlord), provided to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 default 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 is continuing, such Fee Mortgagee or Foreclosure Purchaser, as applicable, shall be responsible for curing the same after it acquires Landlord’s interest in the Premises, (iii) subject to any offsets or defenses of Tenant arising or related to periods prior to the date the Fee Mortgagee or Foreclosure Purchaser acquires such interest, or (iv) responsible for any security or other deposit not transferred to it or (v) bound by any amendment of such transferthis Lease that is not approved by it, in writing, or is not in writing and signed both by Tenant and Landlord.

Attornment. If the interests of Landlord Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall be transferred voluntarily 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 by reason buildings or upon the execution of any deed in lieu of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound in respect to such transferee (herein sometimes called Mortgage. Tenant shall pay all rental payments required to be made pursuant to the “Purchaser”) terms of this Lease for the balance duration of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under of this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said . Tenant’s attornment to shall be effective and self-operative without the execution of any further instrumentsinstrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. If requested, upon Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for herein; provided, however, that no such Mortgagee or successor-in-interest shall 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 Purchaser express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, nor for the return of any sums which Tenant may have paid to Landlord under this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Landlord to Mortgagee. If Mortgagee, by succeeding to the interest of Landlord under this Lease. Notwithstanding , should become obligated to perform the foregoingcovenants of Landlord hereunder, howeverthen, Tenant hereby agrees to execute upon, 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such further transfer of Landlord’s interestsinterest by Mortgagee, Landlord all such obligations shall be released and relieved from all liability and responsibility thereafter accruing terminate as 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 transferMortgagee.

Attornment. If Ford Leasing agrees for the interests benefit of Landlord under this Comerica and Perimeter as follows: (a) Foreclosure Proceedings shall not terminate the Main Lease, the Operations/Lease shall be transferred voluntarily Agreement or by reason the Perimeter Sublease. In the event Comerica takes possession of foreclosure or other proceedings for enforcement the Premises pursuant to any Foreclosure Proceeding, Ford Leasing agrees to attorn to Comerica; and in the event of any mortgage on the Leased Premisesforeclosure sale conducted pursuant to any Foreclosure Proceedings, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree Ford Leasing agrees to attorn to the purchaser at such foreclosure sale (the "Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said "). Said attornment is to be effective and self-operative without the execution of any further instrumentsother instrument immediately upon Comerica or any successor or assignee of Comerica succeeding to the rights of Owner under the Main Lease, upon and the Purchaser succeeding 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 Landlord Comerica or its successor or assignee in the Premises; (iv) be liable for any act or omission of any prior landlord under this Lease. Notwithstanding the foregoingMain Lease including, howeverwithout limitation, 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 Owner, that results in a default under the Purchaser upon such attornmentMain Lease that continues after Comerica or its successors or assigns becomes Landlord, except to the extent that Comerica was given notice of such act or omission and an opportunity to 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) The provisions of Section 8.03 of the then remaining 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 Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’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 to all obligations of Landlord under this Lease accruing from and after the date of such transfer.Main Lease:

Attornment. (A) If the interests of Landlord under this the Lease shall be transferred voluntarily to any superior Mortgagee or other purchaser or person taking title to the Building by reason of foreclosure or other proceedings for enforcement the termination of any superior lease or the foreclosure of any superior mortgage on the Leased Premisesor deed of trust, Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called Successor Landlord under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if Successor Landlord were the Purchaser were Landlord landlord under this the Lease, and Tenant does hereby agree to shall attorn to the Purchaser, including the mortgagee and recognize as Tenant’s landlord under any this Lease such mortgage if it be the PurchaserSuccessor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser 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. Notwithstanding the foregoing, however, Tenant hereby Landlord agrees to execute use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the current or future Mortgagee or any instrument(s) Successor Landlord 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 of the then remaining balance of the Term of this Lease and any such extensions and renewals, Agreement shall be and are the same as those set forth herein. In 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 extend the term thereof) shall not be disturbed, (ii) this Lease shall continue in full force and effect as a lease directly with the Successor Landlord, and (iii) subject to the provisions of Section 17.01 above, Tenant’s obligations shall not be increased nor Tenant’s rights decreased under this Lease by reason of such transfer 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, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee or Successor Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing have no further obligation to Tenant under this Lease with respect thereto, except that Tenant shall have the right to contact such Mortgagee or otherwise Successor Landlord directly to seek to obtain a Non-Disturbance Agreement therefrom and LandlordLandlord shall cooperate with Tenant’s successor by acceptance efforts to obtain such Non-Disturbance Agreement. Landlord agrees to give Tenant prior written notice of Rent from any future Mortgagee in order to afford Tenant hereunder shall become liable and responsible an opportunity to Tenant in respect to all obligations of request Landlord under this Lease accruing from and after the date of such transferobtain a Non-Disturbance Agreement therefrom.

Attornment. If the interests of Landlord under this the Lease shall be transferred voluntarily to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of foreclosure or other proceedings for enforcement the termination of any superior lease or the foreclosure of any superior mortgage on the Leased Premisesor deed of trust, Tenant shall, at the election of such transferee, shall be bound to such transferee (herein sometimes called Successor Landlord under all of the “Purchaser”) terms, covenants and conditions of the Lease for the balance of the term hereof remaining, thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the terms and provisions hereofLease, with the same force and effect as if Successor Landlord were the Purchaser were Landlord landlord under this the Lease, and Tenant does hereby agree to shall attorn to the Purchaser, including the mortgagee and recognize as Tenant's landlord under any this Lease such mortgage if it be the PurchaserSuccessor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, instruments upon the Purchaser 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 the landlord under this Lease. Notwithstanding Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the foregoingadornment described in this Section 17.2. Concurrently, howeverupon written request from Tenant, and provided Tenant hereby is not in default under this Lease, Landlord agrees to execute any instrument(s) which use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord may deem desirable is unable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and obtain a Non-Disturbance Agreement from 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 interestsMortgagee, Landlord shall be released and relieved from all liability and responsibility thereafter accruing have no further obligation 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 with respect to all obligations of Landlord under this Lease accruing from and after the date of such transferthereto.