Common use of Non-Disturbance and Attornment Clause in Contracts

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.

Non-Disturbance and Attornment. If Lender or any other subsequent purchaser of the Properties shall become the owner of the Properties by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), provided no event of default exists under the Lease, (a) Purchaser shall not (i) disturb Tenant’s possession of the Properties nor (ii) name Tenant as a party to any foreclosure or other proceeding to enforce the terms of the Security Instrument and (b) any sale or other transfer of the Properties or of Borrower’s interest in the Lease, pursuant to foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument, will be subject and subordinate to Tenant’s possession and rights under the Lease; and (c) the Lease Agreement shall expire not be terminated or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord affected thereby but shall continue this Sublease with the same in full force and effect as if Landlord as lessor a direct lease between Purchaser and Sublessee as lessee had entered into a lease as Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such effective date for a term equal acquisition of the Properties shall be deemed to the then unexpired term of this Sublease and containing the same provisions as those contained in this Subleasehave agreed to accept such attornment, provided provided, however, that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor Purchaser shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord not be (i) liable for the failure of any act or omission by Sublessorprior landlord (any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Properties; (ii) subject to any offsets offsets, defenses, abatements or defenses counterclaims which Sublessee had shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Properties; (iii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser; (iv) bound by any payment of rents, additional rents or might other sums which Tenant may have against Sublessorpaid more than one (1) month in advance to any Prior Landlord unless such sums are actually received by Purchaser; (v) bound by any modification or amendment of the Lease, or any waiver of the terms of the Lease, made without Lender’s written consent; or (vi) any consensual or negotiated surrender, cancellation, or termination of the Lease, in whole or in part, agreed upon between Borrower and Tenant, unless effected unilaterally by Tenant pursuant to the express terms of the Lease. Notwithstanding anything to the contrary contained in this Agreement, in the case of clauses (i) and (ii) herein, the foregoing shall not limit either (1) Tenant’s right to exercise any offsets, defenses, claims, reductions, deductions or abatements otherwise available to Tenant because of events occurring before or after the date of attornment to the extent Lender has received notice thereof and the opportunity to cure within the time periods set forth in this Agreement (it being further agreed that offsets, reductions, deductions or abatements under the Lease that were deducted by Tenant prior to the date upon which Purchaser succeeds to the interest of Prior Landlord shall not be subject to challenge), or (iii2) bound by (A) Purchaser’s liability for any previous modification defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Sublease not consented Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor the Properties and shall in advanceno event exceed such interest.

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the any remaining security deposit described in Section 3 of this Sublease to Landlord prior Landlord. If this Sublease is continued pursuant to this Sublease continuing as a direct lease. If Landlord continues this SubleaseSection 25, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.

Non-Disturbance and Attornment. If Provided Tenant is not in default beyond any period of time set forth in the Lease Agreement shall expire or terminate during given Tenant to cure following any notice required by the term of this Sublease for any reason other than condemnation or destruction by fire or other casualtyLease, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of the date Lender commences foreclosure proceedings or accepts a deed in lieu of foreclosure (except that if Tenant is in default at such effective date for a term equal and the default is capable of cure by Tenant and Tenant is diligently and continuously pursuing such cure to the completion then unexpired term of this Sublease and containing the same provisions as those contained in this Subleasesuch default shall not affect Lender's obligations to Tenant hereunder), provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s then no default under the Lease AgreementSecurity Documents, (ii) the default is of such a type that Sublessee can cureas modified, extended, increased, spread, or consolidated, and (iii) Sublessee no proceeding to foreclose the same or the acceptance by Lender of a deed in fact cures such default within thirty (30) days, where possiblelieu of foreclosure, or within a reasonable amount of timeby any other manner, will disturb Tenant's possession under said Lease and the Lease will not be affected or extinguished thereby. In addition, Lender agrees not to name Tenant in any proceeding instituted to foreclose the Security Documents, unless Lender is legally obligated to do so in order to properly foreclose the same, and then such event, Sublessor foreclosure shall promptly transfer in any event be made subject to the security deposit described in Section 3 provisions of this Sublease Agreement. In the event of any such foreclosure or other sale to, or acquisition of the Premises by, a third party, or by any other manner, in lieu of foreclosure by Lender, Tenant shall attorn to Landlord prior to this Sublease continuing Lender or such other third party, and the Lender or such third party shall recognize the Lease as a direct lease. If lease from Lender or such third party, and the Lender or said third party shall assume and be bound to Tenant to perform the obligations of Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have under the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectivelyLease, except that neither the purchaser at such foreclosure sale nor the grantee of a deed in no event lieu thereof shall Landlord (a) be (i) liable for any previous act or omission by Sublessorof Landlord under the Lease, (iib) be subject to any offsets offset, claim or defenses defense which Sublessee had shall theretofore have accrued against Landlord, unless the basis of such offset, claim or might defense remains uncured and notice thereof is given to Lender by Tenant as provided herein, (c) have against Sublessorany obligation with respect to any security deposit under the Lease unless such security deposit has been physically delivered to Lender, or (iiid) be bound by (A) any previous modification of the Sublease not consented to Lease or by any previous prepayment of rent for a period greater than one (1) month in advance of its due date under the Lease, unless such modification or prepayment shall have been expressly approved in writing by Lender, such approval, in the case of modifications, not to be unreasonably withheld, conditioned or delayed. Lender agrees to immediately notify Tenant in writing of any breach or default by Landlord or (B) by of any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advanceof the Security Documents.

Non-Disturbance and Attornment. If Tenant is not in default under any of the terms, covenants or conditions contained in the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualtyAgreement, or if Sublessor applicable cure periods have not expired. Lender agrees that in the event of foreclosure of the Mortgage, trustee's sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Mortgage, or the exercise by Lender of its rights under the Assignment, or in the event Lender comes into possession or acquires title to the Property as a result of foreclosure or the threat thereof, or as a result of other means, such action shall surrender not result in either a termination of the Lease, or a diminution or impairment of any of the rights granted to Tenant in the Lease, except as hereinafter provided. If the interest of Borrower in the Property shall be transferred to Lender or any transferee of Lender (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as ("Purchaser") by reason of foreclosure, trustee's sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Mortgage or rights of Lender under the Assignment, and Tenant is not in default of its obligations under the Lease, or if applicable cure periods have not expired. Purchaser shall not name or join Tenant in any foreclosure, trustee's sale or other proceeding to enforce the Mortgage or Assignment, and Purchaser shall be bound to Tenant, except as provided in Section 4, below, and Tenant shall be bound to any Purchaser, under all of the terms, covenants and conditions of the Lease Agreement to Landlord during for the balance of the term of this Subleasethereof, Landlord shall continue this Sublease and any extensions thereof with the same force and effect as if Landlord such Purchaser were the original landlord under the Lease. Tenant does hereby attorn to such Purchaser, including Lender if Lender is such Purchaser, as lessor the landlord under the Lease, said attornment to be effective and Sublessee as lessee had entered into a lease as self-operative without the execution of such effective date for a term equal any further instruments upon Purchaser's succeeding to the then unexpired term interest of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default Borrower under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advanceLease.

Non-Disturbance and Attornment. If (a) Lessor covenants and agrees with Lessee for the Lease Agreement benefit of each and every Subtenant from time to time occupying any part of the Leased Premises or having rights granted to it by Lessee with regard to the Leased Premises, which Subtenants shall expire or terminate during the term be third party beneficiaries of this Sublease for any reason other than condemnation or destruction by fire or other casualtySection 10.5 as it may apply to each of them respectively, or if Sublessor shall surrender that in the Lease Agreement to Landlord during the term event of a termination of this Lease, each such Subtenant may continue to occupy its premises under its pre-existing Sublease and enjoy the rights granted to such Subtenant in such Sublease; provided such Subtenant shall then attorn to Lessor (to the extent that such Subtenant occupies any part of the Leased Premises) and, Landlord shall continue if such Subtenant’s Sublease does not provide for such attornment (and such Subtenant occupies any part of the Leased Premises), such Subtenant, promptly after the termination of this Sublease Lease, provides Lessor with a written statement of such Subtenant whereby such Subtenant attorns to Lessor. (b) In addition to the same force provisions of Section 10.5(a) hereof, Lessor covenants and effect as if Landlord as lessor and Sublessee as lessee had entered agrees with Lessee that Lessor will, at the request of Lessee made from time to time enter into a lease as of such effective date non-disturbance and attornment agreement with any Subtenant identified by Lessee, which non-disturbance and attornment agreement shall provide for a term equal all terms set forth in Section 10.5(a) hereof and be in commercially reasonable form. Lessor shall execute and deliver to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of Lessee such a type that Sublessee can cure, non-disturbance and attornment agreement or specify in writing its objections thereto within twenty (iii20) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification Business Days after receipt of the Sublease not consented to in writing by Landlord or (B) by any Rentform thereof from Lessee, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancetime being of the essence.

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.. HNZW//3583-1 (Xxxxxxxxx)

Non-Disturbance and Attornment. If the interest of Commission in the Property is terminated by Center or by operation of lawthrough no fault of USC prior to the expiration or termination of the USC Lease, the parties agree as follows: 2.14.1 Provided that USC is not in breach or default of any representation, warranty or covenant under this Agreement or in default of the USC Lease Agreement beyond all applicable notice and cure periods, the rights and interests of USC under the USC Lease, as amended pursuant to this Agreement, shall expire or terminate during continue in full force and effect, subject to the term terms, conditions and limitations set forth in this Agreement, and CenterDistrict shall not disturb the rights of this Sublease possession, occupancy and use of USC under the USC Lease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default any right to dispossess USC under the Lease Agreementterms of the USC Lease, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior as amended pursuant to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee Agreement. 2.24.2 USC shall attorn to Landlord CenterDistrict as its landlord under the USC Lease, as amended pursuant to this Agreement, and Landlord the USC Lease, as amended pursuant to this Agreement, shall continue in accordance with its terms, subject to the terms and Sublessee conditions of this Agreement. Such attornment shall have be self-operative without the same rightsnecessity of the execution of any additional documentation. USC agrees, obligations however, to execute any reasonable confirmatory instrument requested by CenterDistrict to acknowledge such attornment. CenterDistrict shall be bound to USC under all of the terms, covenants and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective dateconditions of the USC Lease; provided, respectivelyhowever, except that in no event CenterDistrict shall Landlord be (i) not be: 2.2.14.2.1 liable for any act or omission by Sublessor, of any prior landlord (iiincluding Commission) subject to or any offsets other person or defenses which Sublessee had or might have against Sublessorentity, or (iii) bound by (A) obligated to cure any previous modification of the Sublease not consented to in writing by Landlord then-existing breach or (B) default by any Rentprior landlord (including Commission) under the USC Lease except to the extent that any such non-monetary breach or default is continuing such that upon the giving of notice to the CenterDistrict and the passage of time such act or omission without cure would constitute a breach or default of CenterDistrict under the USC Lease, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee as amended pursuant to Sublessor in advance.this Agreement;

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the any remaining security deposit described in Section 3 of this Sublease to Landlord prior Landlord. If this Sublease is continued pursuant to this Sublease continuing as a direct lease. If Landlord continues this SubleaseSection 25, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be . SUBLEASE AGREEMENT GREENFIELD (iHearth & Care) liable for any act or omission by Sublessor, (iiRolf 11-30-18) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.FINAL CLEAN.docx

Non-Disturbance and Attornment. If (a) The City agrees that the Lease Agreement City, as the landlord under the Ground Lease, shall expire or terminate during not disturb the term Tenant's possession of this Sublease the Premises for any reason other than condemnation one which would entitle the Landlord to terminate the Sublease under the terms of the Sublease. If for any reason the City shall become the Landlord under the Sublease by reason of the termination of the Ground Lease or destruction by fire or other casualtyotherwise, or if Sublessor Tenant, as tenant, shall surrender be bound to the City under all of the terms, covenants and conditions of the Sublease and Section 8.1 (c) of the Ground Lease Agreement to Landlord during for the balance of the term of this Sublease, Landlord shall continue this Sublease thereof remaining with the same force and effect as if City were the Landlord under the Sublease, and Tenant does hereby covenant to pay rent and attorn to City as lessor its Landlord, said agreement to pay rent and Sublessee attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties hereto immediately upon City becoming the Landlord under the Sublease by reason of the Ground Lease being terminated or otherwise. (b) Landlord hereby irrevocably designates the Sublease as lessee had entered into a lease as of such effective date for a term equal "TALP Tenant Lease" pursuant to the then unexpired term terms of this Section 8.1(c) of the Ground Lease and the City hereby acknowledges such designation. Landlord and the City represent and warrant that as a consequence of the designation of the Sublease as a "TALP Tenant Lease", the Sublease is subject to the protections of Section 8.1 (c) of the Ground Lease and containing that the same provisions Sublease is not subject to termination under Section 8.1 (b) of the Ground Lease in the event the Ground Lease is terminated and the City determines not to operate the Premises. Further, the City acknowledges that Section 25.16 of the Sublease contains the election required of Tenant pursuant to Section 8.1 (c) of the Ground Lease. (c) In the event that the City becomes the "Landlord" under the Sublease by reason of an exercise of any remedy under the Ground Lease following a default or breach by Landlord under the Ground Lease, or by reason of a voluntary or involuntary termination of the Ground Lease as those contained in this Subleasea result of a default or breach by Landlord under the Ground Lease, provided that the City shall not be bound by (i) any rent, prepaid charges, or other sums which Tenant might have paid for more than the Lease Agreement was terminated pursuant then current month to Sublessor’s default any prior Landlord under the Lease AgreementSublease, (ii) any waiver of forbearance on the default is part of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer any prior Landlord under the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to Sublease; unless, in each circumstance, any such matters have been previously approved in writing by the City; nor shall the City be liable for any previous act or omission of any prior Landlord under the Sublease, be subject to any offset, defenses or (B) counterclaims which have accrued to Tenant against said prior Landlord, or be bound by any Rentguaranty of work performed by or for the prior Landlord in construction of Landlord's Work or any express or implied warranty of workmanship, Taxesmaterials, Other Charges and/or additional rent or other payment paid by Sublessee habitability. (d) Subject to Sublessor in advanceall the terms and conditions of this Agreement, the City hereby grants its approval of the Sublease.

Non-Disturbance and Attornment. If If, at any time, Lender or any person or entity or any of their successors or assigns who shall acquire the interest of Landlord under the Lease Agreement through a foreclosure of the Security Instrument, the exercise of the power of sale under the Security Instrument, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a “ New Owner ”) shall expire or terminate during succeed to the term interests of this Sublease for any reason other than condemnation or destruction by fire or other casualtyLandlord under the Lease, or if Sublessor shall surrender so long as the Lease Agreement to Landlord during is then in full force and effect, and no default after the term giving of this Subleaseany required notice, Landlord and expiration of any applicable grace period, under the Lease (a “ Default ”) on the part of Tenant exists under the Lease (and provided the Lease has not previously been terminated in accordance with its terms), the Lease shall continue this Sublease with the same in full force and effect as if Landlord a direct lease between the New Owner and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term thereof. Tenant hereby agrees to attorn to and accept any such New Owner as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default landlord under the Lease Agreement, (ii) and to be bound by and perform all of the default is of such a type that Sublessee can cureobligations imposed by the Lease, and (iii) Sublessee in fact cures such default within thirty (30) days, where possibleLender, or within a reasonable amount any such New Owner of time. In such eventthe Property, Sublessor agrees that it will not disturb the quiet enjoyment, possession, use or occupancy of Tenant and will be bound by all of the obligations imposed on Landlord by the Lease; provided, however, that any New Owner shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be not be: (ia) liable for damages for any act or omission by Sublessorof a prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; provided, however, that the New Owner shall be obligated to cure promptly any maintenance or repair obligations which Landlord failed to cure; or (iib) subject to any claims, offsets or defenses (other than rental abatement arising from loss by casualty or condemnation as expressly allowed under the Lease) which Sublessee had or Tenant might have against Sublessorany prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease, or except to the extent Tenant is entitled to same under the express terms of the Lease and the New Owner was furnished notice and opportunity to cure the same in accordance with the provisions of this Agreement prior to taking possession of the Property; or (iiic) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (Aincluding Landlord) for a period in excess of one (1) month or bound to return any previous security deposit which Tenant might have paid in advance to any prior landlord (including Landlord), except to the extent that such New Owner actually has possession of the same; if Lender or a New Owner draws upon any letter of credit security deposit, Tenant shall have no claim for damages in connection therewith (and waives any such claim), but Tenant shall have the right to recover any amounts wrongfully drawn (in addition to any amounts which Tenant may be entitled to recover under Section 0 below and any actual interest, charges or fees charged by the issuer of such letter of credit security deposit to Tenant in connection with such wrongful draw); or (d) bound by any termination, material amendment or material modification of the Sublease not consented Lease made without the written consent of Lender, provided that nothing herein shall limit any express right of Tenant to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advanceterminate the Lease as contained therein.

Non-Disturbance and Attornment. If the Master Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Master Lease Agreement to Landlord during the term of this Sublease, then Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Master Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreementthereunder, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor Sublessor, and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.

Non-Disturbance and Attornment. If Provided Tenant complies with this Agreement and is not in default (as determined by the Lease) under the terms of the Lease Agreement shall expire in the payment of rent or terminate during additional rent or the term performance of this Sublease for any reason other than condemnation of the terms, conditions, covenants, clauses or destruction by fire agreements on its part to be performed under the Lease (beyond any period of time given Tenant to cure) as of the date the Agent commences foreclosure proceedings or other casualtyaccepts a deed in lieu of foreclosure, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Subleaseat any time thereafter, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s no default under the Mortgage Instrument, as renewed, modified, extended, increased, spread, replaced or consolidated, and no proceeding to foreclose the same will disturb Tenant's possession or rights under said Lease Agreementand the Lease will not be affected or cut off thereby. Notwithstanding any such foreclosure or other acquisition of the Demised Premises by Agent or any third party, the Tenant shall attorn to the Agent or such third party, and so long as Tenant is not in default under the terms of the Lease, the Lease will be recognized as a direct lease from the Agent or any other party acquiring the Demised Premises upon the foreclosure sale, except that the Agent, or any subsequent owner, shall not (a) be liable for any previous act or omission of Landlord under the Lease, (iib) be subject to any offset, claim or defense which shall theretofore have accrued against Landlord, (c) have any obligation with respect to any security deposited under the default is of Lease unless such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possiblesecurity has been physically delivered to the Agent, or within (d) be bound by any previous amendment or modification of the Lease or by any previous prepayment of rent for a reasonable amount period greater than one (1) month, unless such amendment, modification or prepayment shall have been expressly approved in writing by the Agent. Notwithstanding the foregoing, in the event that the construction of time. In the Demised Premises has not been substantially completed at the time the Agent or any third party succeeds to the interest of the Landlord under the Lease by reason of foreclosure or other proceedings brought by the Agent or by any transfer in lieu of foreclosure, then, in such event, Sublessor shall promptly transfer Tenant hereby agrees that the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee Agent or any such third party shall have the same rights, obligations right to cancel and remedies thereunder as were had by Sublessor and Sublessee hereunder prior terminate the Lease upon written notice to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advanceTenant.

Non-Disturbance and Attornment. If As a condition to the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease------------------------------ subordination set forth in Section 22.1 above, Landlord shall continue deliver to Tenant, and Tenant shall execute, as soon as practical after the execution hereof, a non-disturbance and attornment agreement from any present Mortgagee, using said Mortgagee's customary form. Landlord further agrees that it shall be a condition to the subordination set forth in Section 22.1 above with respect to any future Mortgagee that Landlord deliver a non-disturbance and attornment agreement from said future Mortgagee or Ground Lessor using such Mortgagee's or Ground Lessor's then customary form, as the case may be. Tenant agrees that no action taken by the Mortgagee to enforce the Mortgage by foreclosure, or by accepting a deed in lieu of foreclosure, or by resorting to any other remedies available to the Mortgagee, shall terminate this Sublease Lease or invalidate any of the terms thereof and that Tenant will attorn to the Mortgagee, to the purchaser at a foreclosure sale, or to a grantee in a voluntary conveyance, and will recognize such entity as Landlord for the balance of the Term of the Lease, providing that, as a condition to the subordination set forth in Section 22.1 above, the Mortgagee will agree with the same force Tenant that, as long as no Event of Default shall exist and effect as if Landlord as lessor be continuing hereunder, Tenant's possession will not be disturbed by the Mortgagee. Such attornment shall be automatic and Sublessee as lessee had entered into a lease as self-operative and no further instrument shall be required for said attornment to be effective. Notwithstanding the foregoing, Tenant shall at the request of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent Mortgagee execute such further instruments as Landlord or other payment paid by Sublessee such Mortgagee may reasonably deem necessary to Sublessor in advancefurther evidence or confirm the attornment and non- disturbance set forth herein.

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s 's default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.

Non-Disturbance and Attornment. If the interest of Commission in the Property is terminated through no fault of USC prior to the expiration or termination of the USC Lease, the parties agree as follows: 4.1 Provided that USC is not in breach or default of any representation, warranty or covenant under this Agreement or in default of the USC Lease Agreement beyond all applicable notice and cure periods, the rights and interests of USC under the USC Lease, as amended pursuant to this Agreement, shall expire or terminate during continue in full force and effect, subject to the term terms, conditions and limitations set forth in this Agreement, and District shall not disturb the rights of this Sublease possession, occupancy and use of USC under the USC Lease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default any right to dispossess USC under the Lease Agreementterms of the USC Lease, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior as amended pursuant to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee Agreement. 4.2 USC shall attorn to Landlord District as its landlord under the USC Lease, as amended pursuant to this Agreement, and Landlord the USC Lease, as amended pursuant to this Agreement, shall continue in accordance with its terms, subject to the terms and Sublessee conditions of this Agreement. Such attornment shall have be self-operative without the same rightsnecessity of the execution of any additional documentation. USC agrees, obligations however, to execute any reasonable confirmatory instrument requested by District to acknowledge such attornment. District shall be bound to USC under all of the terms, covenants and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective dateconditions of the USC Lease; provided, respectivelyhowever, except that in no event District shall Landlord be (i) not be: 4.2.1 liable for any act or omission of any prior landlord (including Commission) or any other person or entity, or obligated to cure any then-existing breach or default by Sublessorany prior landlord (including Commission) under the USC Lease except to the extent that any such non-monetary breach or default is continuing such that upon the giving of notice to the District and the passage of time such act or omission without cure would constitute a breach or default of District under the USC Lease, (ii) as amended pursuant to this Agreement; 4.2.2 subject to any offsets offsets, defenses or defenses claims which Sublessee had or might USC may have against Sublessor, or any prior landlord (iiiincluding Commission); 4.2.3 liable to USC for any security deposit paid to any prior landlord (including Commission) except to the extent that such security deposit has been transferred to District; or 4.2.4 bound by (A) any previous amendment or modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advanceUSC Lease made after the Effective Date without District’s prior written consent.

Non-Disturbance and Attornment. If Landlord shall have the Lease Agreement right to obtain a mortgage secured by Landlord's interest in the Premises and/or this Lease; provided, however, that this Lease, including all of the rights of Tenant under or pursuant to this Lease, shall expire be paramount to, and shall not be subject or terminate during subordinate to, any mortgage, deed of trust or other security interest instrument ("Mortgage") that may now or hereafter affect Tenant's interest in the term Premises. Any Mortgage shall contain, as required terms, the express acknowledgment that Tenant shall not be liable for the payment of this Sublease the sum secured by such Mortgage, nor for any reason other than condemnation or destruction by fire expenses in connection with the same. Neither such Mortgage nor any instrument collateral thereto shall contain any covenant or other casualtyobligation on Tenant's part to pay such debt, or if Sublessor any part thereof, or to take any affirmative action of any kind whatsoever; provided, however, that Tenant shall surrender remain liable under this Lease notwithstanding any foreclosure of Landlord's interest in the Lease Agreement to Landlord during the term Premises or any transfer of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal title to the then unexpired term Premises, and provided further that Tenant shall agree to attorn to such transferee. Such Mortgage shall expressly provide that the Mortgagee shall not seek any money judgment against Tenant related to any Mortgage obligation of Landlord. Each Mortgagee shall agree to a non-disturbance and attornment agreement which will require the Mortgagee to recognize that this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant is superior to Sublessor’s default under the Lease AgreementMortgagee's Mortgage, (ii) that Tenant shall be entitled to use and occupy the default is Premises and the Project in accordance with the terms of such a type this Lease, (iii) that Sublessee can cureTenant shall be entitled to all of its rights under this Lease, (iv) that insurance and condemnation awards and proceeds shall be disbursed as provided in this Lease, and (iiiv) Sublessee Tenant's possession of the Premises and the Project shall not be disturbed by Mortgagee or by any person whose rights are acquired through foreclosure proceedings or through a deed in fact cures lieu of foreclosure except as may be expressly provided in this Lease, and any subsequent transferee of such default within thirty rights shall be so bound provided no Event of Default occurs and is continuing under this Lease. The non- disturbance and attornment agreement may require (30x) days, where possible, that as a condition to the making of any amendment or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior modification to this Sublease continuing as a direct lease. If Lease Landlord continues this Subleasereceive the prior written consent of such Mortgagee, Sublessee (y) that such Mortgagee shall attorn to Landlord receive notice of any default claimed by or through Tenant against Landlord, and Landlord and Sublessee (z) that such Mortgagee shall have the same rightsright to cure such default as is provided the holder of any Leasehold Mortgage obtained by Tenant. Tenant shall within 10 days after receipt from Landlord execute and deliver to Landlord and Landlord's Mortgagee such estoppels and attornment agreements as may be required in connection with any proposed financing or refinancing involving the Premises and/or the Adjacent Parcel, obligations provided the terms and remedies thereunder as were had by Sublessor conditions of such estoppels or attornment agreements are consistent with the provisions of this Section 18 and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous the same do not constitute a modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancethis Lease.

Non-Disturbance and Attornment. If Landlord shall have the Lease Agreement right to obtain from any lender (a "Mortgagee") a mortgage secured by Landlord's interest in the Premises and/or this Lease; provided, however, that this Lease, including all of the rights of Tenant under or pursuant to this Lease, shall expire be paramount to, and shall not be subject or terminate during subordinate to, any mortgage, deed of trust or other security interest instrument ("Mortgage") that may now or hereafter affect Tenant's interest in the term Premises. Any Mortgage shall contain, as required terms, the express acknowledgment that Tenant shall not be liable for the payment of this Sublease the sum secured by such Mortgage, nor for any reason other than condemnation or destruction by fire expenses in connection with the same. Neither such Mortgage nor any instrument collateral thereto shall contain any covenant or other casualtyobligation on Tenant's part to pay such debt, or if Sublessor any part thereof, or to take any affirmative action of any kind whatsoever; provided, however, that Tenant shall surrender remain liable under this Lease notwithstanding any foreclosure of Landlord's interest in the Lease Agreement to Landlord during the term Premises or any transfer of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal title to the then unexpired term Premises, and provided further that Tenant shall agree to attorn to such transferee. Such Mortgage shall expressly provide that the Mortgagee shall not seek any money judgment against Tenant related to any Mortgage obligation of Landlord. Each Mortgagee shall agree to a non-disturbance and attornment agreement which will require the Mortgagee to recognize that this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant is superior to Sublessor’s default under the Lease AgreementMortgagee's Mortgage, (ii) that Tenant shall be entitled to use and occupy the default is Premises and the Project in accordance with the terms of such a type this Lease, (iii) that Sublessee can cureTenant shall be entitled to all of its rights under this Lease, (iv) that insurance and condemnation awards and proceeds shall be disbursed as provided in this Lease, and (iiiv) Sublessee Tenant's possession of the Premises and the Project shall not be disturbed by Mortgagee or by any person whose rights are acquired through foreclosure proceedings or through a deed in fact cures lieu of foreclosure except as may be expressly provided in this Lease, and any subsequent transferee of such default within thirty rights shall be so bound provided no Event of Default occurs and is continuing under this Lease. The non- disturbance and attornment agreement may require (30x) days, where possible, that as a condition to the making of any amendment or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior modification to this Sublease continuing as a direct lease. If Lease Landlord continues this Subleasereceive the prior written consent of such Mortgagee, Sublessee (y) that such Mortgagee shall attorn to Landlord receive notice of any default claimed by or through Tenant against Landlord, and Landlord and Sublessee (z) that such Mortgagee shall have the same rightsright to cure such default as is provided the holder of any Leasehold Mortgage obtained by Tenant. Tenant shall within 10 days after receipt from Landlord execute and deliver to Landlord and Landlord's Mortgagee such estoppels and attornment agreements as may be reasonably required in connection with any proposed financing or refinancing involving the Premises and/or the Adjacent Parcel, obligations provided the terms and remedies thereunder as were had by Sublessor conditions of such estoppels or attornment agreements are consistent with the provisions of this Section 18 and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous the same do not constitute a modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancethis Lease.

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the any remaining security deposit described in Section 3 of this Sublease to Landlord prior Landlord, If this Sublease is continued pursuant to this Sublease continuing as a direct lease. If Landlord continues this SubleaseSection 25, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.

Non-Disturbance and Attornment. If Lessee may request the Lease Port to enter into a Non-Disturbance and Attornment Agreement (the "Agreement") as to any sublease or proposed sublease, together with Lessee and the sublessee. Evidence of the Port’s entering into such Agreement shall expire or terminate during be the term signing of the Agreement by the Executive Director. The Port agrees that it shall not unreasonably deny Xxxxxx’s request that the Port enter into such an Agreement which is consistent with the following: (1) The provisions of the Agreement shall be set forth in full in the appropriate sublease to which it relates, the sublease shall provide that it is subject to all of the terms and conditions of this Sublease for any reason other than condemnation or destruction Lease, and the sublease shall be signed by fire or other casualtyXxxxxx and the sublessee. (2) The Agreement shall provide substantially as follows: (a) If, or after expiration of the applicable period that Lessee has in which to cure its default, Lessee defaults under this Lease, the Port shall notify sublessee of the default. On receipt of the notice from the Port, sublessee shall attorn to the Port, shall immediately pay to the Port the security deposit and prepaid sums that sublessee had paid to Lessee, and shall perform all sublessee’s obligations under the sublease directly to the Port as if Sublessor shall surrender the Lease Agreement to Landlord during Port were the term landlord under the sublease. If sublessee is not, at the time of this Subleasethe notice, Landlord in default, the Port shall continue this Sublease to recognize the estate of the sublessee created under the sublease. If sublessee is not in default, the sublease shall continue (subject to item (d) immediately below) with the same force and effect as if Landlord as lessor the Port and Sublessee as lessee sublessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing on the same provisions as those contained in the sublease. (b) If this SubleaseLease terminates as provided in Sections 15 or 29 of this Lease, the sublease also shall terminate on the date this Lease terminates. (c) From the date sublessee attorns to the Port as provided in the Agreement, sublessee shall not be further liable to Lessee for performance under the sublease, and Xxxxxx shall return to sublessee, immediately on sublessee’s demand, the security deposit and other prepaid sums that sublessee paid to Lessee under the provisions of the sublease. (d) The Port’s obligation to recognize sublessee’s rights under the sublease, and sublessee’s obligation to attorn to the Port, are subject to the following: (i) The Port and sublessee, from the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreementdate of recognition and attornment, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder rights that can be enforced against each other as were had by Sublessor Lessee and Sublessee hereunder prior to such effective date, respectively, except have that in no event can be enforced against each other under the sublease. The Port shall Landlord not be (i) liable for any act or omission by Sublessorof Lessee and its authorized representatives, (ii) shall not be subject to any offsets or defenses which Sublessee had or might have that sublessee has against SublessorLessee, and shall not be bound by any prepaid rent, security deposit, or other prepaid sum that sublessee has paid in advance to Lessee. (iiiii) bound by (A) The Port and sublessee immediately shall enter into a written agreement with the same provisions as those in the sublease, except for any previous modification changes that are necessary because of the Sublease substitution of the Port in the place of Lessee. Among such changes that shall be made because of the substitution of the Port in the place of Lessee shall be the addition of provisions substantially the same as following Sections of this Lease: Sections 5, 13, 19 and 21. (e) Any amendment of the sublease in any material respect shall have no force or effect on the Port for purposes of this Section 18.5.3 unless and until the Port consents to such amendment as evidenced by writing signed by its Executive Director, which consent shall not consented unreasonably be withheld. (f) Nothing in the Agreement shall be deemed to change in writing any manner the provisions of this Lease as between the Port and Lessee, or to waives any right that the Port may now have or later acquire against Lessee by Landlord reason of said Xxxxx. (g) If any party commences an action against any of the other parties arising out of or (B) by any Rentin connection with the Agreement, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee the prevailing party shall be entitled to Sublessor in advancerecover from the losing party reasonable attorney’s fees and costs of suit.

Non-Disturbance and Attornment. If Provided Tenant complies with the Lease ------------------------------ Agreement shall expire and is not in default (beyond any period of time given Tenant to cure) as of the date Lender commences foreclosure proceedings or terminate during the term accepts a deed in lieu of this Sublease for any reason other than condemnation or destruction by fire or other casualtyforeclosure, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Subleaseat time thereafter, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s no default under the Security Documents, as modified, extended, increased, spread or consolidated and no proceeding to foreclose the same or other acquisition of the Demised Premises (whether the deed in lieu of foreclosure or otherwise) by Lender or other third party will disturb Tenant's possession. Any purchaser at foreclosure and their successors and Lender will recognize the Lease Agreementin it's entirety, including, without limitation, all of Tenant's purchase and renewal options hereunder. Notwithstanding any such foreclosure or other acquisition of the Demised Premises (iiwhether by deed in lieu of foreclosure or otherwise) the default is of by Lender or any third party, Tenant shall attorn to Lender or such a type that Sublessee can curethird party, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing Lease will be recognized as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have lease from Lender or any other party acquiring the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to Demised Premises upon the foreclosure sale or other such effective date, respectivelyacquisition, except that in no event Lender, or any subsequent owner, shall Landlord not (a) be (i) liable for any previous act or omission by Sublessorof Landlord under the Lease, (iib) be subject to any offsets offset, claim or defenses defense which Sublessee had or might shall have accrued against SublessorLandlord, (c) have any obligation with respect to any security deposited under the Lease unless such security has been physically delivered to Lender, or (iiid) be bound by (A) any previous modification of the Sublease not consented to Lease or by any previous prepayment of rent for a period greater than one (1) month In advance of its due date under the Lease, unless such modification or prepayment shall have been expressly approved in writing by Landlord or (B) Lender. Lender hereby expressly recognizes and agrees to be bound by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor all renewal and purchase options contained in advancethe Lease.

Non-Disturbance and Attornment. If (A) Landlord covenants and agrees with Tenant for the Lease Agreement benefit of each and every subtenant from time to time occupying any part of the Premises or having rights granted to it by Tenant with regard to the Premises pursuant to subleases executed by Tenant after the date hereof, which subtenants shall expire or terminate during the term be third party beneficiaries of this Sublease for any reason other than condemnation or destruction by fire or other casualtySection 37.1 as it may apply to each of them respectively, or if Sublessor shall surrender that in the Lease Agreement to Landlord during the term event of a termination of this SubleaseReal Estate Lease, Landlord shall continue this Sublease with the same force and effect each such subtenant may, so long as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the it is not then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreementits sublease, continue to occupy its Premises under its pre-existing sublease (ii) the default is of such a type that Sublessee can cure, which shall thereupon be and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease be deemed to Landlord prior to this Sublease continuing as be a direct lease. If lease between Landlord continues this Sublease, Sublessee and such subtenant) and enjoy the rights granted to such subtenant in such sublease; provided such subtenant shall then attorn to Landlord and Landlord and Sublessee shall have (to the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to extent that such effective date, respectively, except that in no event shall Landlord be (i) liable for subtenant occupies any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification part of the Sublease Premises) and, if such subtenant’s sublease does not consented provide for such attornment (and such subtenant occupies any part of the Premises), such subtenant, promptly after the termination of this Real Estate Lease, provides Landlord with a written statement of such subtenant whereby such subtenant attorns to in writing by Landlord or Landlord. (B) In addition to the provisions of Section 37.1(A) hereof, Landlord covenants and agrees with Tenant that Landlord shall, at the request of Tenant made from time to time, enter into a SNDA with any subtenant that is identified by Tenant and that is a party to a SNDA-Eligible Sublease, which SNDA shall provide for all terms set forth in this Section 37.1 hereof and be in commercially reasonable form. Landlord shall execute and deliver to Tenant a SNDA or specify in writing its objections thereto no later than twenty (20) calendar days after receipt of the form thereof from Tenant, time being of the essence. (C) The provisions of this Section 37.1 shall not be applicable to the Assigned Leases or to any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancesublease of the Premises executed contemporaneously with this Real Estate Lease.

Non-Disturbance and Attornment. If (a) In the event of termination, re-entry or dispossess by Underlying Landlord under the Underlying Lease Agreement shall expire or terminate during prior to the expiration of the Sublease term, Sublessee may in its sole discretion, attorn to the Underlying Landlord under the Underlying Lease for the then remaining term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender upon and subject to the Lease Agreement to Landlord during the term then executory provisions of this Sublease. Upon such attornment by Sublessee to the Underlying Landlord and upon Underlying Landlord accepting such attornment, Landlord this Sublease shall continue this Sublease with the same in full force and effect as if it were a direct lease between the Sublessee and the Underlying Landlord as lessor and Sublessee as lessee had entered into a lease as all of such effective date for a term equal to the then unexpired term terms, covenants and conditions of this Sublease and containing shall be applicable after such attornment except that the same provisions as those contained in this Sublease, provided that Underlying Landlord under the Underlying Lease shall not (i) be liable for any previous acts or omissions of the Lease Agreement was terminated pursuant to Sublessor’s default Sublessor under the Lease Agreementthis Sublease, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses offset, not expressly provided in this Sublease which theretofore accrued to Sublessee had or might have against Sublessor, or (iii) be bound by (A) any previous modification of this Sublease made without the Underlying Landlord's written consent or by any previous prepayment of more than one month's Fixed Rent or of payments of Additional Rent due in accordance with the provisions of this Sublease. (b) Sublessor and Sublessee hereby agree that this Sublease is conditioned upon Sublessor delivering the Non-Disturbance Agreement to Sublessee between Sublessee and the Underlying Landlord, which agreement provides that in the event of a termination of the Underlying Lease during the term of this Sublease and election by the Sublessee to remain in possession of the Sublet Premise, the Underlying Landlord shall at Sublessee's request, accept attornment by Sublessee under this Sublease for the balance of the term hereof, but upon and subject to all of the terms and provisions of the Underlying Lease to the extent not otherwise provided for in the Non-Disturbance Agreement, and this Sublease, in such event shall be and be deemed to have been amended so as to have incorporated all of the terms and provisions of the Underlying Lease as if set forth herein at length, and such terms and provisions shall, to the extent not otherwise provided for in the Non-Disturbance Agreement supersede the terms and provisions of the Sublease; provided, however, that the Sublessee will be under no obligation to cure any default or rectify any condition under the Underlying Lease which gave rise to a default under the Underlying Lease, nor be bound by any amendment to any Underlying Lease hereafter made not consented to in writing by Landlord or (B) by any RentSublessee, Taxes, Other Charges and/or additional rent or other payment paid but nothing herein contained shall excuse performance by Sublessee of its obligation as tenant under this Sublease as the same shall be and be deemed to Sublessor in advancehave been amended from and after the effective date of such attornment and acceptance of attornment. Sublessee shall execute and deliver to Underlying Landlord any and all amendments to this Sublease as may be necessary to effectuate or confirm the foregoing provisions of this Section.

Non-Disturbance and Attornment. If 4.1 So long as Tenant is not in default under any of the terms, covenants or conditions of the Lease Agreement shall expire or terminate during (beyond any applicable notice and period provided to Tenant to cure such default by the term terms of this Sublease for any reason other than condemnation or destruction by fire or other casualtythe Lease), or if Sublessor shall surrender Tenant’s rights under the Lease Agreement and possession of the premises thereunder shall not be affected or disturbed by Lender in the exercise of any of its rights or remedies under the Loan Documents. 4.2 Lender agrees that if any action or proceeding is commenced by Lender for the foreclosure of or otherwise to enforce the Loan Documents or the sale of the Real Property, Tenant and any of its permitted subtenants shall not be named as a party therein unless such joinder shall be required by law; provided however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s or such subtenant’s possession or use of the Premises thereunder. Upon the foreclosure of the Deed of Trust or the granting of a deed in lieu of foreclosure or the exercise of any other remedy available to Lender under the Loan Documents or applicable law pursuant to which Lender or any purchaser at a foreclosure sale or trustee’s sale succeeds to some or all of the interest of Landlord during as the term owner of this Subleasethe Real Property, Landlord such sale shall be made subject to the all rights of Tenant and its permitted assigns under the Lease (including all renewal and other options contained therein), and the Lease shall continue this Sublease in full force and effect as though the default giving rise to such action had not occurred. The Lender or the purchaser under any such foreclosure or trustee’s sale proceeding (“Successor Landlord”) shall recognize all of the rights and interest of Tenant and its permitted subtenants and assigns under the Lease and shall perform all of the duties and responsibilities of the Landlord under the Lease with the same force and effect and with the same priority in right as if the Lease were directly made between Successor Landlord and Tenant, so long as lessor Tenant is not in default thereunder beyond notice and Sublessee as lessee had entered into a lease as the expiration of such effective date for a term equal any applicable cure period available to Tenant by law, in equity or by the then unexpired term terms of this Sublease and containing the same provisions as those contained in this SubleaseLease; provided, provided that however, that: (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor Successor Landlord shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord not be (i) liable for any act or omission by Sublessor, (ii) subject of any prior landlord occurring prior to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.such foreclosure

Non-Disturbance and Attornment. If the Lease Master Agreement shall expire or terminate during the term of this Sublease Lease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor Lessor shall surrender the Lease Master Agreement to Master Landlord during the term of this SubleaseLease, Master Landlord shall continue this Sublease Lease with the same force and effect as if Landlord as lessor and Sublessee Lessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease Lease and containing the same provisions as those contained in this SubleaseLease, provided that (i) the Master Lease Agreement was terminated pursuant to SublessorLessor’s default under the Lease AgreementMaster Lease, (ii) the default is of such a type that Sublessee Lessee can cure, and (iii) Sublessee Lessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor Lessor shall promptly transfer the security deposit described in Section 3 of this Sublease Lease to Landlord prior to this Sublease Lease continuing as a direct lease. If Master Landlord continues this SubleaseLease, Sublessee Lessee shall attorn to Master Landlord and Master Landlord and Sublessee Lessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor Lessor and Sublessee Lessee hereunder prior to such effective date, respectively, except that in no event shall Master Landlord be (i) liable for any act or omission by SublessorLessor, (ii) subject to any offsets or defenses which Sublessee Lessee had or might have against SublessorLessor, or (iii) bound by (A) any previous modification of the Sublease Lease not consented to in writing by Master Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee Lessee to Sublessor Lessor in advance.. HNZW/493108_4.doc (Pavilion Care)

Non-Disturbance and Attornment. If So long as Sublessee is not in default (after any required notice to Sublessee and beyond any period given Sublessee to cure such default) in the Lease Agreement payment of rent or Additional Rent or in the performance of any of Sublessee's obligations under this Sublease, Landlord shall expire or terminate during the term of not interfere with Sublessee's rights and privileges under this Sublease or disturb Sublessee's occupancy of the Sublet Premises for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease. If Landlord succeeds to the interest of Sublessor under this Sublease by reason of the termination of the Lease, or by any other manner, Sublessee shall be bound to Landlord shall continue under this Sublease for the balance of the then remaining term (or any extension or renewal term, if applicable) of this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to were the then unexpired term of "Sublessor" under this Sublease and containing Sublessee, shall attom to Landlord as its landlord, said attornment to be effective and self-operative without the same provisions as those contained in execution of any further instruments; provided, however, Sublessee shall be under no obligation to pay rent to Landlord until Sublessee receives written notice from Landlord that it has succeeded to the interest of Sublessor under this Sublease, provided that (i) Sublease by reason of the termination of the Lease Agreement was terminated pursuant or by any other manner. Upon such attornment, to Sublessor’s default under the Lease Agreement, (ii) extent of the default is then remaining balance of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount the term of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord shall, except as provided herein, have the same respective rights and obligations as Sublessee and Sublessor have under this Sublease. If Landlord shall so succeed to the interest of Sublessor under this Sublease by reason of the termination of the Lease, or by any other manner, Landlord shall be bound to Sublessee under this Sublease, and Sublessee shall have the same rights, obligations rights and remedies thereunder as were against Landlord for the breach of an agreement contained in this Sublease that Sublessee would have had by under this Sublease against Sublessor and Sublessee hereunder prior if Landlord had not succeeded to such effective datethe interest of Sublessor; provided, respectivelyhowever, except that in no event Landlord shall Landlord be not be: (ia) liable for (or be responsible for any cure or costs of cure of) any default or any act or omission by of Sublessor, including any continuing condition that arose as a result of any such act or omission or otherwise prior to Landlord succeeding to Sublessor; or (iib) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or ; or (iiic) bound by any rent or additional rent which Sublessee might have paid for more than the current month to Sublessor except the last month's rent as provided herein; or (Ad) bound by any previous amendment or modification of the this Sublease not consented to in writing by Landlord made without Landlord's written consent; or (e) liable for or (B) by on account of any Rent, Taxes, Other Charges and/or additional rent security deposit or other payment sums held by Sublessor unless the same was or were actually paid to and received by Sublessee to Sublessor in advanceLandlord.

Non-Disturbance and Attornment. If (a) In the Lease event one (1) or more Mortgages encumber the Hotel which collectively secure debt of the Owner in an amount less than or equal to eighty percent (80%) of the value of the Hotel (valued by Owner in its reasonable judgment as of the date such debt was incurred), Owner shall have no obligation to secure for the benefit of Manager a Non-Disturbance Agreement; however, Owner shall request from its Mortgagee a Non-Disturbance Agreement. (b) In the event one (1) or more Mortgages encumber the Hotel which collectively secure a debt of the Owner in an amount in excess of eighty percent (80%), (valued by the Owner in its reasonable judgment as of the date such debt was incurred), Manager shall enter into and Owner shall use commercially reasonable efforts to secure for the benefit of Manager an instrument (the "Non-Disturbance Agreement"), from each Mortgagee, on commercially reasonable terms, which shall be recordable in the jurisdiction where the Hotel is located, pursuant to which: (i) This Agreement and any extensions, renewals, replacements or modifications hereto, and all right and interest of Manager in and to the Hotel, expressly shall expire or terminate during be subject and subordinate to the term Mortgage; (ii) Manager shall attorn to each of the Owners Subsequent to Foreclosure under this Sublease Agreement for any reason other than condemnation or destruction by fire or other casualtythe balance of the remaining Term hereof, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal Owner Subsequent to Foreclosure were the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and "Owner"; and (iii) Sublessee In the event that there is a foreclosure of any Mortgage (or a deed in fact cures such default within thirty (30) days, where possiblelieu of foreclosure), or within other exercise by the Mortgagee of its remedies in the event of default, in connection with which title or possession of the Hotel is transferred to Mortgagee (or its designee) or to a reasonable amount purchaser at foreclosure or to a subsequent purchaser from such Mortgagee (or from its designee) (all of time. In such eventthe foregoing shall collectively be referred to as "Owners Subsequent to Foreclosure"), Sublessor Manager shall promptly transfer the security deposit described not be disturbed in Section 3 of its rights under this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by Agreement so long as: (A) any previous modification of the Sublease Manager is not consented to in writing by Landlord or Default hereunder; and (B) such Owner Subsequent to Foreclosure otherwise has no right as "Owner" under this Agreement to terminate this Agreement. (c) In the event that a Non-Disturbance Agreement contains provisions requiring Manager (upon a default under a Mortgage or upon various other stipulated conditions) to pay certain amounts which are otherwise due to Owner under this Agreement to the Mortgagee or its designee (rather than to Owner), Owner hereby gives its consent to such provisions, which consent shall be deemed to be irrevocable until the entire debt secured by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancethe Mortgage has been discharged.

Non-Disturbance and Attornment. If the Master Lease Agreement shall expire or terminate during the term of this Sublease terminates for any reason other than condemnation prior to the end of its term, then, notwithstanding anything stated to the contrary herein (including, without limitation, the provisions of Section E.v. herein, which shall no longer be effective), (i) Sublessee's use, possession, and enjoyment of the Premises shall not be disturbed so long as Sublessee is not then in default under this Sublease (unless such default is waived by Master Lessor in its sole and absolute discretion), and (ii) effective as of the termination of the Master Lease (the "Attornment Date"), this Sublease shall automatically (without the need for any further action or destruction documentation) become a lease directly between Master Lessor, as landlord, and Sublessee, as tenant, as if the Master Lessor were the landlord originally named in this Sublease and this Sublease shall be subject to all of the terms and provisions of the Master Lease to the extent incorporated herein by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term terms of this Sublease; provided, Landlord however, notwithstanding the foregoing, Master Lessor shall continue not be bound by any future amendment or modification to this Sublease with unless Master Lessor consents to such amendment or modification in writing at the same force and effect as if Landlord as lessor and Sublessee as lessee had time such amendment or modification is entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of timeinto. In such event, Sublessee hereby covenants and agrees to attorn to Master Lessor (without any deductions or setoffs except as expressly provided herein) as of the Attornment Date, and to recognize the Master Lessor as the landlord under this Sublease; provided, however, Sublessee shall not be liable for any acts, omissions or defaults of Sublessor shall promptly transfer under the security deposit described Master Lease other than any such acts, omissions or defaults existing as of the Attornment Date which, with notice and/or lapse of time, become an Event of Default by Sublessee under this Sublease; and provided, further, that, so long as Sublessee is not in Section 3 monetary breach of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Subleaseof the Attornment Date, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord Sublessee be responsible for payment of rent due and payable to Master Lessor by Sublessor prior to the Attornment Date. Master Lessor shall not be liable for any acts, omissions or defaults of Sublessor, or the return of any security deposit except for the security deposit actually paid to Master Lessor, either in cash or by posting of a letter of credit, by Sublessor under the Master Lease. Upon request by Master Lessor, Sublessee will execute a document confirming the foregoing agreements by Sublessee. Sublessee hereby acknowledges and agrees that upon the occurrence of the events set forth above in clauses (i) liable for any act or omission by Sublessor, and (ii) of this Section E.w., Sublessor shall automatically be released from any further obligations under this Sublease to the extent first arising after the Attornment Date. Notwithstanding the foregoing, if the Master Lease is terminated as a result of a taking under Article 9 of the Master Lease, this Sublease shall only continue between Master Lessor and Sublessee as to the remaining portion of the Subleased Premises not subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancetaking.

Non-Disturbance and Attornment. If Landlord shall recover or come into possession of the Lease Agreement shall expire or terminate during Premises before the term date herein fixed for the expiration of this Sublease for Lease, or in the event of an occurrence of any reason other than condemnation of the events specified in Section 16.02(d), Landlord shall have the right, at its option, to take over any and all subleases of the Premises or destruction any part thereof made by fire Tenant and to succeed to all the rights of Tenant in said subleases or other casualtysuch of them as it may elect to take over. Tenant hereby expressly assigns and transfers to Landlord such of the subleases as Landlord may elect to take over at the time of such recovery of possession, such assignment and transfer not to be effective until the termination of this Lease or reentry by Landlord hereunder or if Landlord shall otherwise succeed to Tenant's estate in the Premises, at which time Tenant shall upon request of Landlord execute, acknowledge and deliver to Landlord such further assignments and transfers as may be necessary to confirm the vesting in Landlord of the then existing subleases. Every sublease of all or any portion of the Premises is subject to the condition, and by its acceptance and entry into a sublease each subtenant thereunder shall be deemed conclusively to have thereby agreed, that from and after the termination of this Lease or reentry by Landlord hereunder, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with otherwise succeed to Tenant's estate in the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of Premises, such effective date for a term equal subtenant shall waive any right to surrender possession or to terminate the then unexpired term of this Sublease and containing the same provisions as those contained in this Subleasesublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreementand, (ii) the default is of at Landlord's election, such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee subtenant shall attorn to and recognize Landlord and Landlord and Sublessee shall have as its landlord under all of the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to then executory terms of such effective date, respectivelysublease, except that in no event Landlord shall Landlord not (a) be (i) liable for any act previous act, omission, or omission by Sublessornegligence of Tenant as sublandlord under such sublease, (iib) be subject to any offsets counterclaim or defenses offset which Sublessee had or might have theretofore accrued to such subtenant against SublessorTenant, or (iiic) be bound by (A) any previous modification or amendment of such sublease or by any previous prepayment of more than one (1) month's rent and additional rent which shall be payable as provided in the sublease, (d) be obligated to repair the subleased space or the Building or any part thereof, in the event of total or substantial total damage or in the event of partial condemnation or (e) be obligated to perform any work in the subleased space, and the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed automatically, upon and as a condition of occupying or using the Premises or any part thereof, to have given a waiver of the Sublease not consented type described in and to the extent and upon the conditions set forth in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advanceSection 6.04(b).

Non-Disturbance and Attornment. If Landlord’s interest in the Premises is acquired by any Mortgagee or the Master Lessor, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor-in-interest to Landlord and recognize such successor- in-interest as the Landlord under this Lease. No subordination or attornment shall permit material interference with Tenant’s rights under this Lease, and any Mortgagee, Master Lessor or successor- in-interest to Landlord shall recognize Tenant and its permitted successors and assigns as the tenant of the Premises and shall not disturb Tenant’s right to quiet possession of the Premises during the Lease Agreement shall expire Term so long as no Event of Default has occurred and is continuing under this Lease. In the event that a Mortgagee, Master Lessor or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement successor-in-interest to Landlord during notifies Tenant of a default under the term Mortgage or Ground Lease and demands that Tenant pay Rent and all other sums due under this Lease to the Mortgagee, Master Lessor or successor-in-interest to Landlord, Tenant shall honor such demand without inquiry and pay its Rent and all other sums due under this Lease directly to the Mortgagee, Master Lessor or successor-in-interest to Landlord pursuant to such notice and shall not thereby incur any obligation or liability to Landlord in connection with any such payments made. This Section shall be self-operative, and no further instrument of this Subleaseattornment or non-disturbance shall be required; provided, however, in confirmation of any attornment, Tenant shall execute, acknowledge and deliver an instrument that Landlord, Master Lessor or any Mortgagee may reasonably request to evidence such attornment within fifteen (15) days after written demand therefor, provided that such attornment further confirms the non- disturbance protection set forth herein. [Upon request of Tenant and reimbursement of all costs incurred by Landlord in connection therewith together with a fee in the amount of $1,500.00, Landlord shall continue this Sublease use commercially reasonable and diligent efforts to provide Tenant with a commercially reasonable non-disturbance agreement from any existing Mortgagee, Master Lessor or other security holder regarding the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of timePremises. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification For purposes of the Sublease not consented to Ground Lease, such form shall be in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancethe form attached hereto as Exhibit “I”.]

Non-Disturbance and Attornment. If the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as HNZW/478508_3.docx/3583-1 if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that (i) the Lease Agreement was terminated pursuant to Sublessor’s default under the Lease Agreement, (ii) the default is of such a type that Sublessee can cure, and (iii) Sublessee in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing as a direct lease. If Landlord continues this Sublease, Sublessee shall attorn to Landlord and Landlord and Sublessee shall have the same rights, obligations and remedies thereunder as were had by Sublessor and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to any offsets or defenses which Sublessee had or might have against Sublessor, or (iii) bound by (A) any previous modification of the Sublease not consented to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advance.. HNZW/478508_3.docx/3583-1

Non-Disturbance and Attornment. If When the Lease Agreement shall expire or terminate during the term of this Sublease for any reason other than condemnation or destruction by fire or other casualty, or if Sublessor shall surrender the Lease Agreement to Successor Landlord during the term of this Sublease, Landlord shall continue this Sublease with the same force and effect as if Landlord as lessor and Sublessee as lessee had entered into a lease as of such effective date for a term equal takes title to the then unexpired term of this Sublease and containing the same provisions as those contained in this Sublease, provided that Landlord’s Premises (i) the Lease Agreement was terminated pursuant to SublessorSuccessor Landlord shall not terminate or disturb the Tenant’s default possession of the Tenant’s Premises under the Lease AgreementLease, except in accordance with the terms of the Lease, (ii) the default is Successor Landlord shall be bound to the Tenant under all of such a type that Sublessee can curethe terms, conditions, obligations, covenants, and liabilities of the Landlord under the Lease (except as expressly provided in this Agreement), (iii) the Tenant shall recognize and attorn to the Successor Landlord as the Tenant’s direct landlord under the Lease as expressly modified by this Agreement and, subject to the terms and conditions of the Lease (as expressly modified by this Agreement), (a) continue to pay all Rent under the Lease, and (iiib) Sublessee otherwise observe and perform the covenants, terms and conditions of the Lease and (iv) the Lease shall continue in fact cures such default within thirty (30) days, where possible, or within a reasonable amount of time. In such event, Sublessor shall promptly transfer the security deposit described in Section 3 of this Sublease to Landlord prior to this Sublease continuing full force and effect as a direct lease. If Landlord continues lease in accordance with its terms (except as expressly provided in this Sublease, Sublessee shall attorn to Agreement) between the Successor Landlord and the Tenant. Except as otherwise provided in this Agreement, in the event of a Foreclosure Event, the Successor Landlord shall assume or shall be deemed to have assumed the Lease and Sublessee all of the obligations, liabilities, and duties of Landlord under the Lease (as modified by this Agreement) from the date of attornment, and further provided that the Successor Landlord shall have remain responsible for the same rightscompletion of the Tenant Improvements (as defined in the Work Letter), obligations the Initial Premises Building Improvements (as defined in the Work Letter), the Mezzanine Improvements (as defined in the Work Letter) and remedies thereunder as were had by Sublessor Landlord Signage Obligations, in accordance with the requirements of the Work Letter, in each case, however, only to the extent not completed on or before the Foreclosure Event and Sublessee hereunder prior to such effective date, respectively, except that in no event shall Landlord be (i) liable for any act or omission by Sublessor, (ii) subject to funding obligations of Tenant for amounts not included in the Tenant Improvement Allowance as to any offsets or defenses which Sublessee had or might have against Sublessorportion thereof payable by Tenant, or provided, as to the Tenant Improvements the TI Construction Contract (iii) bound by as defined in the Work Letter), and/or as to the Initial Premises Building Improvements, the BI Construction Contract (A) any previous modification of as defined in the Sublease Work Letter), as applicable, has not consented been assigned to in writing by Landlord or (B) by any Rent, Taxes, Other Charges and/or additional rent or other payment paid by Sublessee to Sublessor in advancethe Tenant.