Common use of Non-Disturbance and Attornment Clause in Contracts

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 to 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 Xxxxxx 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 shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (i) liable for the failure of any prior 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, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the 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 other sums which Tenant may have paid 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) bound by 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 (2) Purchaser’s liability for any defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Properties and shall in no event exceed such interest.

Non-Disturbance and Attornment. If Lender A. Upon written request of Landlord, or any other subsequent purchaser mortgagee or beneficiary of Landlord, Tenant will, in writing, subordinate its right hereunder to the interest of any ground lessor of the Properties shall become land upon which the owner of Demised Premises is situated and to 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 lien of any other enforcement mortgage or deed of trust now or hereafter in force against the Security Instrument (Lender land and building of which the Demised Premises is a part, and upon any building hereafter placed upon the land of which the Demised Premises is a part and to all advances made or such other purchaser being hereinafter referred hereafter to as “Purchaser”), provided no event of default exists under be made upon 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 Xxxxxx 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 Leasesecurity thereof; and (c) the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser the ground lessor, or the mortgagee or trustee named in said mortgage or trust deed shall agree that Tenant's peaceable possession of the Demised Premises or its rights under this Lease will not be (i) liable disturbed on account thereof. B. In the event any proceedings are brought for foreclosure, or in the failure event of the exercise of the power of sale under any prior landlord (mortgage or deeds of trust, upon any such prior landlordforeclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the Landlord under this Lease, including Borrower provided Tenant's rights under this Lease continue unabated. C. Landlord agrees to obtain a Non-Disturbance and any successor landlord, being hereinafter referred to as a “Prior Landlord”Attornment Agreement from its current lender(s) to perform any of its obligations under and the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Properties; (ii) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Properties; (iii) liable for the return of rental security depositsground lessor, if any, paid by and deliver same to Tenant to on or before the date hereof and from any Prior Landlord future lender on or before obtaining financing from such lender, substantially in accordance with the form attached hereto as Exhibit "B". The delivery of a fully executed Non-Disturbance and Attornment Agreement shall be a condition precedent to the effectiveness of this Lease unless such sums are actually received by Purchaser; (iv) bound by any payment of rentsand if said Non-Disturbance and Attornment is not so delivered, additional rents or other sums which Tenant may have paid more than one (1) month in advance at its option terminate this Lease by written notice 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) bound by 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 (2) Purchaser’s liability for any defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Properties and shall in no event exceed such interestLandlord.

Non-Disturbance and Attornment. This Lease is and shall be expressly subject and subordinate at all times to the lien of any present or future mortgage or deed of trust encumbering fee title to the Leased Premises. If Lender any such mortgage or any other subsequent purchaser deed of trust be foreclosed, upon request of the Properties mortgagee or beneficiary, as the case may be, Tenant will attorn to the purchaser at the foreclosure sale. The foregoing provisions are declared to be self-operative and no further instruments shall become be required to effect such subordination and/or attornment; provided, however, that subordination of this Lease to any present or future mortgage or trust deed shall be conditioned upon the owner mortgagee, beneficiary, or purchaser at foreclosure, as the case may be agreeing that Tenant’s occupancy of the Properties Premises and other rights under this Lease shall not be disturbed by reason of the foreclosure of such mortgage or trust deed, as the Security Instrument case may be, so long as Tenant is not in default under this Lease; and further provided that Tenant agrees upon request by any such mortgagee, beneficiary, or purchaser at foreclosure, as the acceptance case may be, to execute such non-disturbance, subordination and/or attornment instruments as may be reasonably required by such person to confirm such non-disturbance subordination and/or attornment. Landlord hereby represents and warrants to Tenant that there are no mortgages or deeds of a deed trust encumbering all or assignment in lieu any portion of foreclosure or by reason the Project. Landlord shall obtain from any future holder of any other enforcement mortgage or deed of trust encumbering all or any part of the Security Instrument (Lender or Project, a Subordination, Non-Disturbance and Attornment Agreement, in a form mutually agreeable to such lender, Tenant and Landlord, providing among other purchaser being hereinafter referred to as “Purchaser”), provided no event things that the holder will recognize Tenant’s lease of default exists under the Lease, (a) Purchaser shall Leased Premises hereunder and will not (i) disturb Tenant’s quiet possession of the Properties nor (ii) name Leased Premises as long as Tenant as a party to any foreclosure or other proceeding to enforce the Xxxxxx is not in Default under provisions of the Security Instrument and (b) any sale or other transfer of the Properties or of Borrower’s interest in the this 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 shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (i) liable for the failure of any prior 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, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the 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 other sums which Tenant may have paid 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) bound by 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 (2) Purchaser’s liability for any defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Properties and shall in no event exceed such interest.

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 to 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 Xxxxxx 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 shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (i) liable for the failure of any prior 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, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the 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 other sums which Tenant may have paid 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 LenderXxxxxx’s written consent; or (vi) bound by 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 (2) Purchaser’s liability for any defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Properties and shall in no event exceed such interest.

Non-Disturbance and Attornment. If Lender Landlord shall use commercially reasonable efforts to obtain from every senior landlord, if any, and every senior 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 junior mortgagee and holder 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 to 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 Xxxxxx of the Security Instrument and (b) any sale or other transfer of the Properties or of Borrower’s trust encumbering Landlord's interest in the LeaseLeased Premises (collectively, pursuant the "FEE MORTGAGEES"), a commercially reasonable agreement, in recordable form, wherein each Fee Mortgagee agrees to foreclosure not disturb Tenant's possession or use of the Security Instrument Leased Premises or the acceptance of a deed or assignment in lieu of foreclosure or by reason deprive Tenant 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 shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (i) liable for the failure of any prior landlord (any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform increase any of its obligations under this Lease, provided Tenant is not in default of its obligations under this Lease (the "SUBORDINATION, RECOGNITION AND NON-DISTURBANCE AGREEMENT"). Notwithstanding Landlord's satisfaction of the foregoing requirement, this Lease which have accrued prior shall be subordinate to any Fee Mortgage now existing or arising after the date on which Purchaser shall become the owner of the Properties; (ii) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the 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 other sums which Tenant may have paid 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 this Lease, or any waiver of the terms of the renewal, extension or replacement thereof only if Landlord provides Tenant with a Subordination, Recognition and Non-Disturbance Agreement executed by each Fee Mortgagee. If Landlord fails to provide such Subordination, Recognition and Non-Disturbance Agreement to Tenant for any Fee Mortgagee holding a lien or encumbrance senior to this Lease, made without Lender’s written consent; or (vi) bound by Tenant shall have the right at any consensual or negotiated surrendertime thereafter, 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 Tenant's receipt of such agreement, to terminate this Lease upon which Purchaser succeeds sixty (60) days' prior written notice to the interest of Prior Landlord shall not be subject to challenge)Landlord, or (2) Purchaser’s liability for any defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Properties and shall in no event exceed such interest.unless

Non-Disturbance and Attornment. If Lender the interest of Commission is terminated by Center or any other subsequent purchaser by operation of law prior to the expiration or termination of the Properties shall become USC Lease, the owner parties agree as follows: 2.1 Provided that USC is not in breach or default of any representation, warranty or covenant under this Agreement or in default of the Properties by reason USC Lease beyond all applicable notice and cure periods, the rights and interests 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 to as “Purchaser”), provided no event of default exists USC under the USC 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 Xxxxxx of the Security Instrument and (b) any sale or other transfer of the Properties or of Borrower’s interest in the Lease, amended 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 Instrumentthis Agreement, will be subject and subordinate to Tenant’s possession and rights under the Lease; and (c) the Lease shall not be terminated or affected thereby but shall continue in full force and effect effect, subject to the terms, conditions and limitations set forth in this Agreement, and Center shall not disturb the rights of possession of USC under the USC Lease for any reason other than pursuant to any right to dispossess USC under the terms of the USC Lease, as a direct lease between Purchaser amended pursuant to this Agreement. 2.2 USC shall attorn to Center as its landlord under the USC Lease, as amended pursuant to this Agreement, and Tenant upon the USC Lease, as amended pursuant to this Agreement, shall continue in accordance with its terms, subject to the terms and conditions of this Agreement. Such attornment shall be self-operative without the necessity of the execution of any additional documentation. USC agrees, however, to execute any confirmatory instrument requested by Center to acknowledge such attornment. Center shall be bound to USC under all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornment, USC Lease; provided, however, that Purchaser Center shall not be (i) be: 2.2.1 liable for the failure 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 any prior landlord (including Commission) under the USC Lease except to the extent that any such prior landlord, including Borrower non-monetary breach or default is continuing such that upon the giving of notice to the Center and any successor landlord, being hereinafter referred to as the passage of time such act or omission without cure would constitute a “Prior Landlord”) to perform any breach or default of its obligations Center under the Lease which have accrued prior USC Lease, as amended pursuant to the date on which Purchaser shall become the owner of the Properties; (ii) this Agreement; 2.2.2 subject to any offsets, defenses, abatements defenses or counterclaims claims which shall USC may have accrued in favor of Tenant against any Prior Landlord prior landlord (including Commission); 2.2.3 liable to USC for any security deposit paid to any prior landlord (including Commission) except to the date upon which Purchaser shall become the owner of the Propertiesextent that such security deposit has been transferred to Center; (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) or 2.2.4 bound by any payment of rents, additional rents amendment or other sums which Tenant may have paid 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, USC Lease made without LenderCenter’s prior written consent; or (vi) bound by 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 (2) Purchaser’s liability for any defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Properties and shall in no event exceed such interest.

Non-Disturbance and Attornment. If Lender (a) Within a reasonable time after execution of this Lease, Landlord shall obtain an agreement in substantially the form of Exhibit J attached hereto, in favor of Tenant from the holder of any existing Mortgage and from the landlord under any existing Underlying Lease, which provides substantially that so long as this Lease shall be in full force and effect (1) Tenant shall not be named or joined in any action or proceeding to terminate the Underlying Lease by reason of Landlord’s default, as tenant thereunder, or to foreclose the mortgage in question by reason of Landlord’s default thereunder, (2) no such termination or foreclosure, or any other subsequent purchaser action or proceeding brought in pursuance thereof, or any deed in lieu of the Properties foreclosure, shall cause a cancellation or termination of this Lease, and (3) if such Overlandlord or Mortgagee shall become the owner in fee of the Properties by reason Land and Building or, in the case of the foreclosure Mortgagee, the assignee of the Security Instrument Underlying Lease or the acceptance lessee of any other lease given in substitution therefor, or if the Land, Building and/or such Underlying Lease shall be sold as a result of any action or proceeding to foreclose such mortgage, or if title passes by a deed or assignment in lieu of foreclosure foreclosure, then provided that Tenant shall recognize and attorn to the Mortgagee or by reason Overlandlord or any of any other enforcement of the Security Instrument (Lender their successors or such other purchaser being hereinafter referred to as “Purchaser”)assigns, 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 Xxxxxx 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 this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser Tenant and Tenant the then owner of the Land and Building or the then lessee of such Underlying Lease, or the lessee of any other lease given in substitution therefor, or such purchaser of the Land, Building and/or Underlying Lease, as the case may be, upon all of the terms, covenants provisions, conditions and conditions set forth in the Lease and in obligations of this Lease, except that eventsuch owner, Tenant agrees to attorn to Purchaser and Purchaser lessee or purchaser (other than an entity which controls, is controlled by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornmentor is under common control with, provided, however, that Purchaser Landlord) shall not be (i) bound by any prepayment of rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord) except for estimated payments of Excess Operating Expenses, (ii) bound by any amendment or modification of this Lease made without the consent of such Overlandlord or Mortgagee which would materially increase Landlord’s obligations, materially decrease Tenant’s obligations, or reduce the rent or the Term, (iii) liable for the failure any act or omission of any prior landlord (including Landlord) under this Lease, except 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 act or omission which either involves the Lease which have accrued prior to the date on which Purchaser shall become the owner physical condition of the Properties; Premises and is continuing at the time of such succession, or as to which such Overlandlord or Mortgagee shall have been given notice and an opportunity to cure, (iiiv) subject to any offsetsoffsets or defenses of any prior landlord (including Landlord), defensesexcept (A) as to any failure of Landlord to perform on account of which failure a claim, abatements defense or counterclaims which shall have accrued in favor counterclaim is asserted (and notice thereof is given to Overlandlord or Mortgagee and an opportunity to cure, (B) as to a continuing right to an abatement of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner rent on account of a casualty or taking or a failure under Section 7.4 of the Properties; Lease, and (iiiC) a right of set off for failure of Landlord to pay undisputed amounts owed to Tenant in accordance with the provisions of Section 20.14, of the Lease (v) liable for performance of any initial work or installations which are required to be made by Landlord under this Lease, except for the funding of Landlord’s Contribution as required by Exhibit C, (vi) liable for the return of rental any security depositsdeposit provided by Tenant, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually security deposit shall have been received in hand by Purchaser; such Overlandlord or Mortgagee, (ivvii) bound by any payment of rents, additional rents obligated to repair the Premises or other sums which Tenant may have paid 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 LeaseBuilding, or any waiver part thereof, in the event of damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such Overlandlord or Mortgagee, provided that in the event such Overlandlord or Mortgagee does not restore the Premises or Building, Tenant shall have the right to exercise its termination right under Section 12.1 hereof, or (viii) obligated to repair the Premises or the Building, or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such Overlandlord or Mortgagee, as consequential damages allocable to the part of the terms of Premises or Building not taken, provided that if such Overlandlord or Mortgagee does not restore the LeasePremises or the Building, made without Lender’s written consent; or Tenant shall have the right to exercise its termination right under Section 12.7. (vib) bound by any consensual or negotiated surrender, cancellation, or termination of the Lease, Anything 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 this Article 17 to the contrary contained in notwithstanding, 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 subordinate to challenge)any future Underlying Lease or future Mortgage, unless and until there shall first be delivered to Tenant, for execution, a recognition or (2) Purchaser’s liability for any defaults that continue after nondisturbance and attornment agreement executed by the date holder of attornment that violate Purchaser’s obligations as landlord such Mortgage or Landlord under the such Underlying 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 substantially in the Properties and shall form described in no event exceed such interestSection 17.6 (a) above with respect to existing Mortgages or any existing Underlying Lease.

Non-Disturbance and Attornment. If Lender (a) Within a reasonable time after execution of this Lease, Landlord shall obtain an agreement in substantially the form of Exhibit J attached hereto, in favor of Tenant from the holder of any existing Mortgage and from the landlord under any existing Underlying Lease, which provides substantially that so long as this Lease shall be in full force and effect (1) Tenant shall not be named or joined in any action or proceeding to terminate the Underlying Lease by reason of Landlord's default, as tenant thereunder, or to foreclose the mortgage in question by reason of Landlord's default thereunder, (2) no such termination or foreclosure, or any other subsequent purchaser action or proceeding brought in pursuance thereof, or any deed in lieu of the Properties foreclosure, shall cause a cancellation or termination of this Lease, and (3) if such Overlandlord or Mortgagee shall become the owner in fee of the Properties by reason Land and Building or, in the case of the foreclosure Mortgagee, the assignee of the Security Instrument Underlying Lease or the acceptance lessee of any other lease given in substitution therefor, or if the Land, Building and/or such Underlying Lease shall be sold as a result of any action or proceeding to foreclose such mortgage, or if title passes by a deed or assignment in lieu of foreclosure foreclosure, then provided that Tenant shall recognize and attorn to the Mortgagee or by reason Overlandlord or any of any other enforcement of the Security Instrument (Lender their successors or such other purchaser being hereinafter referred to as “Purchaser”)assigns, 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 Xxxxxx 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 this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser Tenant and Tenant the then owner of the Land and Building or the then lessee of such Underlying Lease, or the lessee of any other lease given in substitution therefor, or such purchaser of the Land, Building and/or Underlying Lease, as the case may be, upon all of the terms, covenants provisions, conditions and conditions set forth in the Lease and in obligations of this Lease, except that eventsuch owner, Tenant agrees to attorn to Purchaser and Purchaser lessee or purchaser (other than an entity which controls, is controlled by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornmentor is under common control with, provided, however, that Purchaser Landlord) shall not be (i) bound by any prepayment of rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord) except for estimated payments of Excess Operating Expenses, (ii) bound by any amendment or modification of this Lease made without the consent of such Overlandlord or Mortgagee which would materially increase Landlord's obligations, materially decrease Tenant's obligations, or reduce the rent or the Term, (iii) liable for the failure any act or omission of any prior landlord (including Landlord) under this Lease, except 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 act or omission which either involves the Lease which have accrued prior to the date on which Purchaser shall become the owner physical condition of the Properties; Premises and is continuing at the time of such succession, or as to which such Overlandlord or Mortgagee shall have been given notice and an opportunity to cure, (iiiv) subject to any offsetsoffsets or defenses of any prior landlord (including Landlord), defensesexcept (A) as to any failure of Landlord to perform on account of which failure a claim, abatements defense or counterclaims which shall have accrued in favor counterclaim is asserted (and notice thereof is given to Overlandlord or Mortgagee and an opportunity to cure, (B) as to a continuing right to an abatement of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner rent on account of a casualty or taking or a failure under Section 7.4 of the Properties; Lease, and (iiiC) a right of set off for failure of Landlord to pay undisputed amounts owed to Tenant in accordance with the provisions of Section 20.14, of the Lease (v) liable for performance of any initial work or installations which are required to be made by Landlord under this Lease, except for the funding of Landlord's Contribution as required by Exhibit C, (vi) liable for the return of rental any security depositsdeposit provided by Tenant, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually security deposit shall have been received in hand by Purchaser; such Overlandlord or Mortgagee, (ivvii) bound by any payment of rents, additional rents obligated to repair the Premises or other sums which Tenant may have paid 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 LeaseBuilding, or any waiver part thereof, in the event of damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to such Overlandlord or Mortgagee, provided that in the event such Overlandlord or Mortgagee does not restore the Premises or Building, Tenant shall have the right to exercise its termination right under Section 12.1 hereof, or (viii) obligated to repair the Premises or the Building, or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to such Overlandlord or Mortgagee, as consequential damages allocable to the part of the terms of Premises or Building not taken, provided that if such Overlandlord or Mortgagee does not restore the LeasePremises or the Building, made without Lender’s written consent; or Tenant shall have the right to exercise its termination right under Section 12.7. (vib) bound by any consensual or negotiated surrender, cancellation, or termination of the Lease, Anything 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 this Article 17 to the contrary contained in notwithstanding, 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 subordinate to challenge)any future Underlying Lease or future Mortgage, unless and until there shall first be delivered to Tenant, for execution, a recognition or (2) Purchaser’s liability for any defaults that continue after nondisturbance and attornment agreement executed by the date holder of attornment that violate Purchaser’s obligations as landlord such Mortgage or Landlord under the such Underlying 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 substantially in the Properties and shall form described in no event exceed such interestSection 17.6 (a) above with respect to existing Mortgages or any existing Underlying Lease.

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 to as “Purchaser”), provided no event of default exists under the Lease, (a) Purchaser shall not As long as no default exists, nor any event occurs, which default or event continues to exist for such period of time (i) disturb Tenant’s possession after such notice and grace period as is required by the Management Agreement), which would entitle the Company, as the "Owner" under the Management Agreement, to terminate the Management Agreement or would cause, without further action of the Properties nor (ii) name Tenant as a party to any foreclosure or other proceeding to enforce Company, the Xxxxxx termination of the Security Instrument Management Agreement or would entitle the Company to terminate the Manager's right to operate and (b) any sale or other transfer of manage the Properties or of Borrower’s interest in Casino thereunder, 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 Management Agreement shall not be terminated by the Company or the Trustee, nor shall the Manager's right to operate and manage the Casino in accordance with the Management Agreement be interfered with or affected thereby but in any other manner, by any foreclosure upon the security, title or other interest or charge granted by the Deed of Trust or any other action or proceeding instituted under or in connection with the Senior Loan Documents or in case the Trustee takes possession of the Trust Property pursuant to any provisions of the Senior Loan Documents. (b) Subject to the provisions in Sections 5, 7 and 8, (i) if all or any portion of the real property comprising a portion of the Trust Property shall continue be acquired by a Purchaser pursuant to, or in connection with, a Post-Default Transfer and the Manager is not in breach or default under the Management Agreement at the time of the conveyance of such real property to the Purchaser pursuant to, on in connection with, such Post-Default Transfer (the "Transfer Date"), then (i) the Management Agreement shall remain in full force and effect as a direct lease an agreement between the Manager and the Purchaser and Tenant upon on all of the terms, covenants and conditions set forth of the Management Agreement for the balance of the term, with the same force and effect as if the Purchaser was the "Owner" originally named in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (i) liable for the failure of any prior 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, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the 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 other sums which Tenant may have paid 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) bound by 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 Management Agreement, in the case of clauses (i) and (ii) hereinthe Manager's rights under the Management Agreement shall remain undisturbed by such Post-Default Transfer. (c) Subject to the provisions in this Section 4(c) and Sections 5, 7 and 8, the Manager does hereby agree to attorn to the Purchaser as the "Owner" under the Management Agreement, said attornment to be effective and self-operative without the execution of any other instruments on the part of either party hereto immediately upon the consummation of the Post-Default Transfer. Although the foregoing attornment shall not limit be effective and self-operative without the execution of any other instruments on the part of either party hereto, upon the written request of the Purchaser, the Manager shall execute and deliver to the Purchaser (1i) 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 an agreement of attornment in form and content reasonably satisfactory to the extent Lender has received notice thereof Purchaser confirming the foregoing attornment and agreeing to perform all of the opportunity terms, covenants and conditions of the Management Agreement on the Manager's part to cure within be performed for the time periods set forth benefit of the Purchaser with the same force and effect as if the Purchaser was the "Owner" originally named 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)Management Agreement, or (2ii) Purchaser’s liability a new management agreement with the Purchaser as owner, for any defaults that continue after the date remaining term of attornment that violate Purchaser’s obligations the Management Agreement and on the same terms and conditions as landlord under the Lease. In the event that any liability of Purchaser does arise pursuant to this original Management Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Properties and shall in no event exceed such interest.

Non-Disturbance and Attornment. If Lender Lessee agrees that this Lease is and shall be subject to and subordinate to any mortgage, deed of trust or other instrument of security (each, a “Security Instrument”) which has been or shall be placed on the land or Building of which the Premises form a part, and Lessor’s leasehold interest under the Master Lease, and this subordination is hereby made effective without any other subsequent purchaser further act of the Properties shall become the owner of the Properties by reason of the foreclosure of the Lessee, provided that with respect to any Security Instrument or securing Lessor’s leasehold interest under the acceptance of Master Lease, Lessor shall deliver to Lessee a deed or assignment commercially reasonable subordination, non-disturbance and attornment agreement (each, a “SNDA”) in lieu of foreclosure or the form provided by reason the holder of any other enforcement of the such Security Instrument (Lender or each, a “Holder”) to evidence such other purchaser being hereinafter referred subordination, at Lessee’s sole cost and expense not to as “Purchaser”exceed Ten Thousand Dollars ($10,000) (exclusive of costs, expenses and attorney's fees incurred by Lessee, all of which shall be at Lessee's sole cost an expense), provided no event which SNDA shall provide that, subject to Lessee’s compliance with the terms of default exists under this Lease and the LeaseSNDA, (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 Xxxxxx 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, this Lease will be subject and subordinate to Tenant’s possession and rights under the Lease; and (c) the Lease shall not be terminated or affected thereby but terminated, and shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (i) liable for the failure of any prior 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, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the 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 other sums which Tenant may have paid 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 LeaseSNDA, made without Lender’s written consent; following any foreclosure or acceptance of a deed in lieu of foreclosure. Lessor shall enforce its right to obtain non-disturbance protection under the Master Lease for any Security Instruments. Lessee shall, at any time hereinafter, on demand, execute (vior provide comments to, prior to execution) bound any commercially reasonable instruments, releases or other documents that may be reasonably required by any consensual or negotiated surrender, cancellationHolder under any Security Instrument with respect to such subordination. Lessor shall not terminate any SNDA encumbering the Premises to which it is a party, or termination amend any SNDA in a manner that would adversely impact Lessee or eliminate the non-disturbance protection thereunder, without Lessee’s consent, in its sole and absolute discretion, unless the Security Instrument shall be terminated due to a reconveyance, foreclosure or deed in lieu of foreclosure. To Lessor’s actual knowledge, as of the Lease, in whole or in part, agreed upon between Borrower and Tenant, unless effected unilaterally by Tenant pursuant to the express terms Effective Date of the Lease. Notwithstanding anything to Sixth Amendment (a) the contrary contained in this Agreement, only Security Instruments affecting the Premises are the “Security Documents” (as defined in the case of clauses 2014 SNDA (i) as defined below)), and (iib) hereinthat certain Subordination, the foregoing shall not limit either (1) Tenant’s right to exercise any offsetsNon-Disturbance and Attornment Agreement dated December 23, 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 2014 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 (2) Purchaser’s liability for any defaults that continue after the date of attornment that violate Purchaser’s obligations recorded as landlord under the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest Document Number 0000-0000000-00 in the Properties Official Records of Contra Costa County (the “2014 SNDA”) with respect to such Security Instruments is in full force and shall in no event exceed such interesteffect.”

Non-Disturbance and Attornment. If Lender A. Upon written request of Landlord, or any other subsequent purchaser mortgagee or beneficiary of Landlord, Tenant will, in writing, subordinate its right hereunder to the interest of any ground lessor of the Properties shall become land upon which the owner of Premises is situated and to 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 lien of any other enforcement mortgage or deed of trust now or hereafter in force against the Security Instrument (Lender land and building of which the Premises is a part, and upon any building hereafter placed upon the land of which the Premises is a part and to all advances made or such other purchaser being hereinafter referred hereafter to as “Purchaser”), provided no event of default exists under be made upon 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 Xxxxxx 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 Leasesecurity thereof; and (c) the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Properties shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser the ground lessor, or the mortgagee or trustee named in said mortgage or trust deed shall agree that Tenant's peaceable possession of the Premises or its rights under this Lease will not be (i) liable disturbed on account thereof. B. In the event any proceedings are brought for foreclosure, or in the failure event of the exercise of the power of sale under any prior landlord (mortgage or deeds of trust, upon any such prior landlordforeclosure or sale Tenant agrees to recognize such beneficiary or purchaser as the Landlord under this Lease, including Borrower provided Tenant's rights under this Lease continue unabated. C. Landlord agrees to obtain a Non-Disturbance and any successor landlord, being hereinafter referred to as a “Prior Landlord”Attornment Agreement from its current lender(s) to perform any of its obligations under and the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Properties; (ii) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Properties; (iii) liable for the return of rental security depositsground lessor, if any, paid by and deliver same to Tenant to on or before the date hereof and from any Prior Landlord future lender on or before obtaining financing from such lender, substantially in accordance with the form attached hereto as Exhibit "B". The delivery of a fully executed Non-Disturbance and Attornment Agreement shall be a condition precedent to the effectiveness of this Lease unless such sums are actually received by Purchaser; (iv) bound by any payment of rentsand if said Non-Disturbance and Attornment is not so delivered, additional rents or other sums which Tenant may have paid more than one (1) month in advance at its option terminate this Lease by written notice 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) bound by 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 (2) Purchaser’s liability for any defaults that continue after the date of attornment that violate Purchaser’s obligations as landlord under the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Properties and shall in no event exceed such interestLandlord.