Common use of Nondisturbance and Attornment Clause in Contracts

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under any of the terms, covenants or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security Instrument, 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 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the Lease.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under In the event of any judicial or nonjudicial foreclosure of the termsDeed of Trust or transfer by deed in lieu thereof, covenants or conditions contained the Lease shall not terminate, nor shall Tenant’s rights thereunder be disturbed, except in accordance with the terms of the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, any amendment or other enforcement of applicable agreement executed by Tenant with respect thereto; provided, however, that the terms and conditions of the Security Instrument, 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 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 by reason of foreclosure, trusteeLandlord’s sale, deed in lieu of interests pursuant to such foreclosure or other proceeding transfer shall not be (a) liable for the enforcement any act or omission of the Security Instrument or rights of Lender any prior landlord under the Assignment Lease (including, without limitation, the breach of any representation or warranty made by any prior landlord unless such breach is caused by such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and (b) obligated to cure any default of any prior landlord under the Lease (other than nonmonetary default that remain uncured at the time of foreclosure)1 (c) subject to any offsets or defenses which Tenant is not in default beyond applicable cure period(s) of its obligations entitled to assert against any prior landlord under the Lease, Purchaser (d) bound by any payment of any amount owing under the Lease to any prior landlord which was made more than 10 days prior to the date due, (e) bound by any amendment or other modification to the Lease which was made subsequent to the date of this Agreement without the prior written consent of Lender (which shall not name be unreasonably withheld) and which could adversely affect the landlord’s interests, or join (f) liable for the return to Tenant in of any foreclosure, trustee’s sale security or other proceeding deposit paid by Tenant to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original prior landlord under the LeaseLease except to the extent that such transferee actually receives such deposit. Tenant does hereby shall attorn to Purchaser, including Lender if Lender is and accept any such Purchaser, transferee as the landlord under the LeaseLease for the unexpired balance of the Lease term, said attornment and shall execute any document reasonably requested by such transferee to evidence such attornment. Tenant shall not be effective and self-operative without the execution of named in any further instruments upon Purchaser’s succeeding foreclosure action related to the interest Deed of the Borrower under the LeaseTrust.

Nondisturbance and Attornment. If Tenant In the event of any termination of the Ground Lease (a) Subtenant shall attorn to and accept Ground Landlord as landlord under the Lease and be bound to perform each and every covenant, obligation and restriction imposed by the Lease upon Subtenant as the tenant thereunder, and (b) so long as Subtenant is not in default beyond applicable cure period(s) under any of the terms, covenants or conditions contained in the Lease beyond any applicable grace, notice or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security Instrument, 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 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment cure period (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(sx) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same shall continue in full force and effect as if Purchaser were a direct lease between Ground Landlord and Subtenant, and (y) Ground Landlord will not disturb the original possession, use and occupancy of the Premises by Subtenant and will be bound by all of the obligations and covenants of the landlord under the Lease; provided, that, Ground Landlord shall not be: 48.1. Tenant obligated under the Lease or otherwise, to construct any improvements for Subtenant, or to pay to Subtenant any allowance or contribution on account of such improvements (or for any other purpose), notwithstanding any provision to the contrary contained in the Lease; provided, however, that if Subtenant does hereby attorn not receive the entire TI Allowance to Purchaserwhich Subtenant is entitled in accordance with the terms of the Lease within ten (10) business days following written notice to Ground Landlord, including Lender if Lender is such Purchaserthen Subtenant may, as its sole and exclusive remedy, either (x) terminate the Lease by prior written notice to Ground Landlord, or (y) complete the Tenant Improvements at its sole cost and expense and offset the unfunded portion of the TI Allowance against subsequent installments of Base Rent until reimbursed to Subtenant in full; 48.2. liable for any act or omission of any prior landlord under the Lease (including, without limitation, Tenant), provided, however. Ground Landlord shall cure any continuing default of the prior landlord of which Ground Landlord has received prior written notice; 48.3. subject to any offsets or defenses which the Subtenant may have against any prior landlord under the Lease (including, without limitation, Tenant); provided, however, the foregoing shall not limit (a) Subtenant’s right to exercise against Ground Landlord any offset right expressly available to Subtenant under the Lease or clause (i) above for events occurring after the date on which Ground Landlord becomes the landlord under the Lease, said attornment and (b) Ground Landlord’s obligation to be effective and self-operative without correct any condition for which Ground Landlord is responsible pursuant to clause (ii) above. 48.4. bound by any payment of Rent for more than one (1) month in advance (except with respect to any advance payment expressly required by the execution of any further instruments upon Purchaser’s succeeding to Lease) which the interest of the Borrower Subtenant might have made under the Lease, except as the same may actually have been paid directly to or actually received by Ground Landlord; 48.5. bound by any waiver or forbearance on the part of any such prior landlord under the Lease (including, without limitation, Tenant) given without the written consent of Ground Landlord; 48.6. bound to return any security deposit unless Ground Landlord has actually received that security deposit; or 48.7. bound by any representations or warranties on the part of any prior landlord (including Tenant) other than the express representations and warranties given by Ground Landlord under the Ground Lease.

Nondisturbance and Attornment. If Tenant is not (a) the Amphitheatre Lease shall be terminated as a consequence or result of any default in default beyond applicable cure period(sthe performance or observance of Tenant’s duties or obligations under the Amphitheatre Lease, (b) under any the Amphitheatre Lease shall be rejected pursuant to Section 365 of the termsfederal Bankruptcy Code, covenants or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosurewhether by Tenant, or other enforcement of the terms and conditions of the Security Instrumentany bankruptcy trustee, or the exercise by Lender of its rights under the Assignmentotherwise, 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 not result in either a (c) there occurs any voluntary termination of the LeaseAmphitheatre Lease agreed to between Landlord and Tenant, or a diminution or impairment of any (d) upon the expiration of the rights granted to Tenant in Amphitheatre Lease at the Lease, except as hereinafter provided. If the interest of Borrower in the Property shall be transferred to Lender or any transferee of Lender by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance end of the term thereof, Subtenant shall have exercised the first renewal option granted to Subtenant under Article V of the Landlord-Subtenant Agreement and the conditions for the effectiveness of such option set forth in the Landlord-Subtenant Agreement shall have been satisfied (any extensions thereof of the foregoing events described in clauses (a) through (d), a “Lease Termination”), then, subject to Section 3 below: (i) provided Subtenant at the time of such Lease Termination is not in default under the terms of the Sublease beyond any applicable notice and cure periods provided for therein and is not in default in its obligations under Section 1.6(h)(iii) of the Second Amendment (Subtenant’s obligation to provide financial statements and in certain circumstances to provide Landlord with security for Subtenant’s restoration obligations), unless Landlord elects in its sole discretion to waive such default: (A) as a result of such Lease Termination: Subtenant shall not be evicted from the same Premises, the Sublease shall not be cut off or terminated, and Subtenant’s occupancy and possession of the Premises under the Sublease will not be affected or disturbed; (B) the Sublease shall continue in full force and effect as if Purchaser were a direct lease between Landlord and Subtenant upon all of the original landlord then-executory terms, conditions and covenants as are set forth in the Sublease and which shall be applicable after such attornment, but further modified as set forth in Exhibit A attached hereto and made a part hereof; and (C) Subtenant shall not be named or joined as a party defendant (unless required by law) in any action, suit or proceeding which may be instituted or taken by Landlord to enforce the performance or observance by Tenant of the provisions of the Amphitheatre Lease and/or to recover damages from Tenant for any breach thereof; and (ii) Subtenant shall attorn to Landlord and recognize Landlord as the lessor under the Lease. Tenant does hereby attorn to PurchaserSublease, including Lender if Lender is such Purchaser, as the landlord affirm its obligations under the Lease, said attornment Sublease and (without limitation of the foregoing) make payments of sums due under the Sublease to Landlord. The foregoing provisions shall be effective and self-operative without the execution of need for any further instruments, provided that, upon the written request of either party, Landlord and Subtenant shall execute and deliver to each other such instruments upon Purchaser’s succeeding and certificates as each party may reasonably request to the interest of the Borrower under the Leaseevidence and confirm such nondisturbance and attornment.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under In the event of any judicial or nonjudicial foreclosure of the termsDeed of Trust or transfer by deed in lieu thereof, covenants or conditions contained the Lease shall not terminate, nor shall Tenant’s rights thereunder be disturbed, except in accordance with the terms of the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, any amendment or other enforcement of applicable agreement executed by Tenant with respect thereto; provided, however, that the terms and conditions of the Security Instrument, 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 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 by reason of foreclosure, trusteeLandlord’s sale, deed in lieu of interests pursuant to such foreclosure or other proceeding transfer shall not be (a) liable for the enforcement any act or omission of the Security Instrument or rights of Lender any prior landlord under the Assignment Lease (including, without limitation, the breach of any representation or warranty made by any prior landlord unless such breach is caused by such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and (b) obligated to cure any default of any prior landlord under the Lease (other than nonmonetary default that remain uncured at the time of foreclosure)1 (c) subject to any offsets or defenses which Tenant is not in default beyond applicable cure period(s) of its obligations entitled to assert against any prior landlord under the Lease, Purchaser (d) bound by any payment of any amount owing under the Lease to any prior landlord which was made more than 10 days prior to the date due, (e) bound by any amendment or other modification to the Lease which was made subsequent to the date of this Agreement without the prior written consent of Lender (which shall not name be unreasonably withheld) and which could adversely affect the landlord’s interests, or join (f) liable for the return to Tenant in of any foreclosure, trustee’s sale security or other proceeding deposit paid by Tenant to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original prior landlord under the LeaseLease except to the extent that such transferee actually receives such deposit. Tenant does hereby shall attorn to Purchaser, including Lender if Lender is and accept any such Purchaser, transferee as the landlord under the Lease, said attornment to be effective and self-operative without Lease for the execution of any further instruments upon Purchaser’s succeeding to the interest unexpired balance of the Borrower under the LeaseLease term, and shall execute any document reasonably requested by such transferee to evidence such attornment.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under any of the terms, covenants or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security Instrument, 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 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. A. If the interest of Borrower in Landlord under the Property shall be Lease is transferred to Lender or any transferee of Lender by reason of foreclosure, trustee’s sale, deed in lieu of any foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transfereeby deed in lieu or in aid thereof, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease (except as provided in Section 6 hereof) for the balance of the term thereof, and any extensions thereof with the same force and effect (except as provided in Section 6 hereof) as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, Purchaser as the landlord under the Lease, said which attornment to shall be effective and self-operative without the execution of any further instruments upon Purchaser’s 's succeeding to the interest of the Borrower landlord under the Lease. Without limiting the generality of this Section 3, within ten (10) days after the written request of Landlord, Lender or any Purchaser, Tenant shall execute and deliver such documents as are reasonably requested by such party to reflect such attornment. B. So long as (i) Tenant is not in default in the performance of any of the terms, provisions and conditions contained in the Lease beyond any notice and cure period expressly set forth therein, and (ii) Tenant complies with the terms, provisions and conditions of this Agreement, then: (1) Tenant shall not be named or joined in any foreclosure, trustee's sale or other proceeding to enforce the Security Instrument unless such joinder is required by law, including, without limitation, to perfect such foreclosure, trustee's sale or other proceeding; and (2) Without limiting any of the terms of the Lease, enforcement of the Security Instrument shall not terminate the Lease or, subject to Section 3(C) disturb Tenant in the possession and use of the Leased Premises. C. Tenant expressly acknowledges and agrees that a default by Tenant under the Lease, after the expiration of any applicable cure periods specifically provided for under the Lease, (i) shall entitle Lender to exercise any or all of its rights and remedies under the Lease and/or at law or in equity by reason thereof, and (ii) shall not terminate Tenant's attornment agreements or any other agreements by Tenant set forth herein. D. Within twenty (20) days after the written request of any Purchaser, Tenant shall enter into a new lease of the Leased Premises with such Purchaser for the balance of the then remaining term of the Lease and upon the same terms and conditions as are then contained in the Lease.

Nondisturbance and Attornment. If (a) This Lease and the rights of Tenant hereunder shall be subject and subordinate to the lien of any deed of trust, mortgage or other hypothecation or security instrument (collectively, "Security Device") now or hereafter placed upon, affecting or encumbering the Project or any part thereof or interest therein, and to any and all advances made thereunder, interest thereon or costs incurred and any modifications, renewals, supplements, consolidations, replacements and extensions thereof. With respect to any Security Device entered into by Landlord after execution of this Lease, such subordination is conditioned on Landlord's obtaining assurance in a commercially reasonable form (a "nondisturbance agreement") from the holder of or beneficiary under such encumbrance that Tenant's possession of the Leased Premises will not be disturbed, and Tenant's rights under this Lease will be recognized, so long as Tenant is not in default beyond under this Lease (after expiration of applicable notice and cure period(speriods) and attorns to the record owner of the Leased Premises and any subordination of this Lease shall be conditioned on Tenant's receipt of such an agreement. Without the consent of Tenant, the holder of any such Security Device or the beneficiary thereunder shall have the right to elect to be subject and subordinate to this Lease, such subordination to be effective upon such terms and conditions as such holder or beneficiary may direct which are not inconsistent with the provisions hereof. Tenant agrees to attorn to and recognize as the Landlord under this Lease the holder or beneficiary under a Security Device or any other party that acquires ownership of the Leased Premises by reason of a foreclosure or sale under any of the terms, covenants Security Device (or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu thereof), provided such holder, beneficiary or other party has become bound by a nondisturbance agreement as of the date the Security Device gained priority over this Lease. The new owner following such foreclosure, sale or other enforcement deed shall be responsible for the completion of the Tenant Improvements and shall be responsible for the Security Deposit but shall not be (i) liable for any act or omission of any prior landlord or with respect to events occurring prior to acquisition of ownership except relating to a continuing default; (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; or (iii) bound by prepayment of more than one (1) month's Rent unless actually received. Landlord shall, in good faith, use its best efforts to cause the current holder of a Security Device on the Project to execute and deliver a nondisturbance agreement to Tenant within thirty (30) days of execution of this Lease. Landlord shall, however, obtain such nondisturbance agreement from the holders of all existing Security Devices prior to the Term Commencement Date. (b) Tenant shall not unreasonably withhold its consent to changes or amendments to this Lease requested by the holder of a Security Device so long as these changes do not alter the basic business terms of this Lease or otherwise materially diminish any rights or materially increase any obligations of Tenant hereunder. In connection with any amendment to this Lease required under this paragraph, Landlord shall reimburse Tenant's reasonable attorneys' fees and conditions costs, not to exceed $1,000.00 in any single instance. If, within ten (10) business days after notice from Landlord, Tenant fails or refuses to execute with Landlord the amendment(s) to this Lease accomplishing the change(s) or amendment(s) which are requested by such holder, Landlord, at its sole option, shall have the right to do either or both of the Security Instrument, following: (i) to execute any instrument for or the exercise by Lender on behalf of Tenant as its rights under the Assignment, or attorney-in-fact (in the event Lender comes into possession or acquires title to the Property as a result of foreclosure or the threat acknowledgment thereof, Tenant hereby appoints Landlord as its irrevocable attorney-in-fact solely to execute any instruments required to carry out the intent of this Section 5.12(b) on behalf of Tenant); and/or (ii) to provide Tenant with a further notice and if Tenant fails or as a result refuses to execute the amendment(s) within five (5) business days of other meanssuch additional notice, such action Landlord shall not result in either a termination of have the Lease, or a diminution or impairment of any of the rights granted right 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the terminate this Lease.

Nondisturbance and Attornment. If (a) Titis Lease and the rights of Tenant is hereunder shall be subject and subordinate to the lien of any deed of trust, mortgage, ground lease or other hypothecation or security instrument (collectively, “Security Device”) now or hereafter placed upon, affecting or encumbering the Project or any part thereof or interest therein, and to any and all advances made thereunder, interest thereon or costs incurred and any modifications, renewals, supplements, consolidations, replacements and extensions thereof. Without the consent of Tenant, the holder of any such Security Device or the beneficiary thereunder shall have the right to elect to be subject and subordinate to this Lease, such subordination to be effective upon such terms and conditions as such holder or beneficiary may direct which are not in default beyond applicable cure period(s) inconsistent with the provisions hereof. Xxxxxx agrees to attorn to and recognize as the Landlord under this Lease the holder or beneficiary under a Security Device or any other party that acquires ownership of the Leased Premises by reason of a foreclosure or sale under any of the terms, covenants Security Device (or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of thereof). The new owner following such foreclosure, sale or other enforcement deed shall not be (i) liable for any act or omission of any prior landlord or with respect to events occurring prior to acquisition of ownership; (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; (iii) bound by prepayment of more than one (1) month’s Rent; or (iv) liable to Tenant for any security deposit not actually received by such new owner. Tenant covenants and agrees to execute (and acknowledge if required by Xxxxxxxx, any lender or ground lessor) and deliver, within ten (10) business days of receipt of a written demand or request by Xxxxxxxx and in the terms and conditions form reasonably requested by Xxxxxxxx, any ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of the Security Instrument, this Lease with respect to any such ground leases or underlying leases 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 not result in either a termination of the Lease, or a diminution or impairment lien of any such mortgage or deed of trust. (b) At Tenant’s sole cost, not to exceed One Thousand Five Hundred Dollars ($1,500.00), Landlord shall use commercially reasonable efforts to obtain a nondisturbance agreement from the rights granted existing lender within ninety (90) days after the Date of Lease on such lender’s standard form with commercially reasonable changes requested by Xxxxxx and agreed to Tenant in by the Lease, except as hereinafter providedlender. If the interest of Borrower in the Property Landlord shall be transferred to Lender or responsible for any transferee cost of Lender by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for obtaining such nondisturbance agreement above the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the Leaseamount indicated hereinabove.

Nondisturbance and Attornment. If Tenant Lessee is not nor in default beyond applicable cure period(s) under any of the terms, covenants or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security InstrumentMortgage, trustee’s 's sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security InstrumentMortgage, 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 not result in either a termination of the Lease, or a diminution or impairment of any of the rights granted to Tenant Lessee in the Lease, except for the right of first refusal as set forth in paragraph 51 of the addendum attached to the Lease and the option to purchase premises as set forth in the Option to Purchase Premises Lease Rider attached to the Lease, as indicated in paragraph 1 above, and except as hereinafter provided. If the interest interests of Borrower and/or the Lessor in the Property shall be transferred to Lender or any transferee of Lender by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (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 Lessee is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant Lessee in any foreclosure, trustee’s 's sale or other proceeding to enforce the Security Instrument Mortgage or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to TenantLessee, except as provided in Section 4 3, below, and Tenant except Lessee's right of first refusal as set forth in paragraph 51 of the addendum attached to the Lease and the option to purchase premises as set forth in the Option to Purchase Premises Lease Rider attached to the Lease, as indicated in paragraph 1 above, and Lessee shall be bound to any Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if such Purchaser were the original landlord under the Lease. Tenant Lessee does hereby attorn to such Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s 's succeeding to the interest of the Borrower under the Lease.

Nondisturbance and Attornment. If This Lease and the rights of Tenant hereunder shall be subject and subordinate to the lien of any deed of trust, mortgage, ground lease or other hypothecation or security instrument (collectively, “Security Device”) now or hereafter placed upon, affecting or encumbering the Project or any part thereof or interest therein, and to any and all advances made thereunder, interest thereon or costs incurred and any modifications, renewals, supplements, consolidations, replacements and extensions thereof. The holder of a Security Device in the Project or the beneficiary thereunder shall have the right to elect to be subject and subordinate to this Lease. Tenant agrees to attorn to and recognize as the Landlord under this Lease the holder or beneficiary under a Security Device or any other party that acquires ownership of the Leased Premises by reason of a foreclosure or sale under any Security Device (or deed in lieu thereof); provided that Tenant's right to quiet enjoyment of the Leased Premises shall not be disturbed by the holder of any such Security Device. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) business days of a written demand or request by Landlord and in the form reasonably requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust; provided, however, that such subordination is conditioned on Landlord’s obtaining assurance in a commercially reasonable form (a “Non-Disturbance Agreement”) from the holder of or beneficiary under such encumbrance that Tenant's quiet enjoyment of the Leased Premises will not be disturbed, and Tenant’s rights under this Lease will be recognized, so long as there is not in default beyond existence at such time an Event of Default under this Lease (after expiration of any applicable notice and cure period(speriods) under any and Tenant attorns to the record owner of the terms, covenants or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security Instrument, 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 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the LeaseLeased Premises.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under any of the terms, covenants or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security Instrument, 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 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 Landlord under the Property shall be Lease is transferred to Lender or any transferee of Lender by reason of foreclosure, trustee’s sale, any foreclosure of the Deed of Trust or by deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Leaseaid thereof, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser (as hereinafter defined) shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease (except as provided in Section 5 hereof) for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Purchaser shall not disturb Tenant’s right to possession of the Premises or Tenant’s rights under this Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, Purchaser as the landlord under the Lease, said which attornment to shall be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower landlord under the Lease.. Tenant expressly acknowledges and agrees that a default by Tenant under the Lease, after the expiration of any applicable cure periods specifically provided for under the Lease, (a) shall terminate Lender’s nondisturbance agreements set forth herein only at Lender’s election in its sole discretion, and (b) shall not terminate Tenant’s attornment agreement or any other agreements by Tenant set forth herein. Without limiting the generality of this Section 2, within ten (10) days after the request of Landlord, Lender or any Purchaser, Tenant shall execute and deliver such documents as are reasonably requested by such party to reflect such attornment. Within twenty (20) days after the request of any Purchaser, Tenant shall enter into a new lease of the Leased Premises with such Purchaser for the balance of the then remaining term of the Lease and upon the same terms and conditions as are then contained in the Lease. As used herein, “

Nondisturbance and Attornment. If (a) Titis Lease and the rights of Tenant is hereunder shall be subject and subordinate to the lien of any deed of trust, mortgage, ground lease or other hypothecation or security instrument (collectively, “Security Device”) now or hereafter placed upon, affecting or encumbering the Project or any part thereof or interest therein, and to any and all advances made thereunder, interest thereon or costs incurred and any modifications, renewals, supplements, consolidations, replacements and extensions thereof. Without the consent of Tenant, the holder of any such Security Device or the beneficiary thereunder shall have the right to elect to be subject and subordinate to this Lease, such subordination to be effective upon such terms and conditions as such holder or beneficiary may direct which are not in default beyond applicable cure period(s) inconsistent with the provisions hereof. Xxxxxx agrees to attorn to and recognize as the Landlord under this Lease the holder or beneficiary under a Security Device or any other party that acquires ownership of the Leased Premises by reason of a foreclosure or sale under any of the terms, covenants Security Device (or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of thereof). The new owner following such foreclosure, sale or other enforcement deed shall not be (i) liable for any act or omission of any prior landlord or with respect to events occurring prior to acquisition of ownership; (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; (iii) bound by prepayment of more than one (1) month’s Rent; or (iv) liable to Tenant for any security deposit not actually received by such new owner. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) business days of receipt of a written demand or request by Landlord and in the terms and conditions form reasonably requested by Landlord, any ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of the Security Instrument, this Lease with respect to any such ground leases or underlying leases 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 not result in either a termination of the Lease, or a diminution or impairment lien of any such mortgage or deed of trust. (b) At Tenant’s sole cost, not to exceed One Thousand Five Hundred Dollars ($1,500.00), Landlord shall use commercially reasonable efforts to obtain a nondisturbance agreement from the rights granted existing lender within ninety (90) days after the Date of Lease on such lender’s standard form with commercially reasonable changes requested by Xxxxxx and agreed to Tenant in by the Lease, except as hereinafter providedlender. If the interest of Borrower in the Property Landlord shall be transferred to Lender or responsible for any transferee cost of Lender by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for obtaining such nondisturbance agreement above the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the Leaseamount indicated hereinabove.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under any of the terms, covenants or conditions contained in the Lease or this Agreement, Lender agrees that Except in the event of foreclosure of termination due to damage and destruction to the Security InstrumentPremises, trustee’s sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security Instrument, 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 not result in either a termination of the Lease, or a diminution or impairment the Authority will agree not to disturb the occupancies of subtenants so long as the Sublease conforms to the requirements of subletting set forth above. TICD will require all subtenants to attorn to the Authority in the event of any termination of the rights granted Lease. Any nondisturbance and attornment agreements will be on commercially reasonable terms, and subject to Tenant commercially reasonable mortgagee protection provisions. Mortgage of Leasehold: TICD will be permitted to encumber the Lease to the extent reasonably necessary to obtain construction and permanent financing for the vertical improvements on the Premises from a financially responsible lender or lenders, subject to the conditions set forth below, and provided that the mortgage complies with the conditions of the Lease and the transferee assumes in writing all of the future obligations of TICD under the Lease and TICD's residual equity interest meets the minimum standards that will be set forth in the Lease, except Lease (a “Permitted Encumbrance”). The Lease will contain commercially reasonable “mortgagee protection” provisions as hereinafter provided. If necessary to permit TICD to obtain such financing and the interest Lease will not restrict assignment in connection with a Permitted Encumbrance to a lender by operation of Borrower in the Property shall be transferred to Lender a foreclosure of a mortgage or any transferee of Lender by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding to a purchaser under a foreclosure sale. Notwithstanding the foreclosure of any such Permitted Encumbrance, TICD will remain liable to the Authority for the enforcement payment of all sums due from TICD under the Lease prior to such foreclosure and not otherwise recovered by the Authority. TICD will provide the Authority with notice of any such Permitted Encumbrance. In no event will the Authority’s fee interest in the Premises or the Authority’s interest in the Lease be encumbered or subordinated. TICD may not use the leasehold as security for any financing or refinancing unassociated with the construction or operation of the Security Instrument Project. Utilities and Services: TICD or rights its subtenants will, at no cost to the Authority, procure and pay for all utility, sewer, mechanical or other services needed or useful for its operations on the Premises. If required by the Authority, TICD and its subtenants will purchase electricity from the City's utility, Hetch Hetchy Water and Power or other City source so long as it is reasonably available for the Project’s needs, the level of Lender service is substantially equivalent or better than that available on the open market, it can be separately metered and implemented without significant additional cost or delay (including delivery of service to construction sites), and the price is equivalent or less than then prevailing market rates for comparable types of loads. Remedies: Upon the occurrence of an uncured event of default under the Assignment Lease by TICD, the Authority may keep the Lease in effect and sue for damages, terminate the Lease, institute an action for specific performance, and/or assert any rights and remedies that it may have under law. The Lease will include commercially reasonable security for the obligations under the Lease such as a security deposit or letter of credit. Surrender of Premises: Upon the expiration or earlier termination of the Lease, TICD or its subtenants will return to the Authority the Premises, including without limitation, all improvements (such transfereebut not any personal property), in a good, clean and operable condition subject to normal wear and tear, free of any liens or encumbrances except for any permitted title exceptions. If required by the Authority at the time of approval of any improvements to Building One, the hangars and other structures designated as historical structures, or contributory to an historic district, TICD or its successors and assignssubtenants also will restore the Premises to a condition required by SHPO, including, but not limited towithout limitation, Lenderreversing any specified improvements to Building One, shall hereinafter the hangars and other historical structures in compliance with the Secretary of the Interior’s Standards. Indemnity: TICD will indemnify the Authority from all Losses (to be referred to as “Purchaser”), and Tenant is not defined in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce ) arising from its use and operation of the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to TenantPremises, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all the extent such Losses are caused solely by the gross negligence or willful misconduct of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the LeaseAuthority.

Nondisturbance and Attornment. If (a) This Lease and the rights of Tenant is hereunder shall be subject and subordinate to the lien of any deed of trust, mortgage, ground lease or other hypothecation or security instrument (collectively, “Security Device”) now or hereafter placed upon, affecting or encumbering the Building, Project or any part thereof or interest therein, and to any and all advances made thereunder, interest thereon or costs incurred and any modifications, renewals, supplements, consolidations, replacements and extensions thereof. Without the consent of Tenant, the holder of any such Security Device or the beneficiary thereunder shall have the right to elect to be subject and subordinate to this Lease, such subordination to be effective upon such terms and conditions as such holder or beneficiary may direct which are not in default beyond applicable cure period(s) inconsistent with the provisions hereof. Xxxxxx agrees to attorn to and recognize as the Landlord under this Lease the holder or beneficiary under a Security Device or any other party that acquires ownership of the Leased Premises by reason of a foreclosure or sale under any of the terms, covenants Security Device (or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of thereof). The new owner following such foreclosure, sale or other enforcement deed shall not be (i) liable for any act or omission of any prior landlord or with respect to events occurring prior to acquisition of ownership; (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; (iii) bound by prepayment of more than one (1) month’s Rent; or (iv) liable to Tenant for any security deposit not actually received by such new owner. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) days of a written demand or request by Xxxxxxxx and in the terms and conditions form reasonably requested by Xxxxxxxx, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of the Security Instrument, this Lease with respect to any such ground leases or underlying leases or the exercise by Lender lien of its rights under the Assignment, any such mortgage or in the event Lender comes into possession or acquires title to the Property as a result deed of foreclosure or the threat thereof, or as a result of other means, such action trust. (b) Tenant shall not result in either unreasonably withhold its consent to changes or amendments to this Lease requested by the holder of a termination Security Device so long as these changes do not alter the basic business terms of this Lease or otherwise materially diminish any rights or materially increase any obligations of Tenant hereunder. If, within ten (10) days after notice from Landlord, Xxxxxx fails or refuses to execute with Landlord the Leaseamendment(s) to this Lease accomplishing the change(s) or amendment(s) which are requested by such holder, or a diminution or impairment of any of the rights granted to Tenant in the LeaseLandlord, except as hereinafter provided. If the interest of Borrower in the Property shall be transferred to Lender or any transferee of Lender by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, at its successors and assigns, including, but not limited to, Lendersole option, shall hereinafter be referred have the right to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the immediately terminate this Lease.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under any Subject to the following provisions of this Paragraph 6, upon the expiration or sooner termination of the termsLease, covenants the Sublease (including the term and estate thereby granted) shall, at the option of the Landlord, terminate as of the effective date of such expiration or conditions earlier termination of the Lease and Sublessee shall vacate the Subleased Space on or before such date and this Tri-Party Agreement and all of the rights granted hereunder to Sublessor and Sublessee shall expire on said date of such expiration or earlier termination of the Lease. Notwithstanding anything to the contrary contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security Instrument, 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 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment Tri-Party Agreement (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”the foregoing sentence), and Tenant Landlord hereby agrees that so long as the Sublessee is not in default under the Sublease beyond applicable cure period(snotice and curing periods, then: (a) the Sublessee's possession and occupancy of its obligations the Subleased Space and the Sublessee's rights and privileges under the Sublease (except with respect to the Sublessee's use of the Tower 2 Space, which shall be deemed to be terminated as of the expiration or sooner termination of the Lease) and the Sublessee's rights and privileges under this Tri-Party Agreement, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce be disturbed by the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to TenantLandlord, except in the event that the Lease is terminated as provided a result of (i) Sublessor's exercise of the Sublessor's First Termination Option or Sublessor's Second Termination Option in accordance with the terms and conditions specified in Section 4 below, and Tenant shall be bound to Purchaser, under all 29 of the terms, covenants Lease so long as Landlord promptly sends written notice of any such exercise of the Sublessor's termination option under the Lease to the Sublessee; (ii) the election by the Landlord or the Sublessor to terminate the Lease in accordance with the terms and conditions of Section 12 (entitled "Fire and Casualty") of the Lease so long as a copy of any such notice of the election to terminate the Lease is promptly sent to the Sublessee by the Landlord; (iii) the election by the Landlord or Sublessor to terminate the Lease in accordance with the terms and conditions of Section 13 (entitled "Condemnation") of the Lease so long as a copy of any such notice of the election to terminate the Lease is promptly sent to the Sublessee by the Landlord; or (iv) by the occurrence of a Transfer or proposed Transfer of the entire Subleased Space by the Sublessee and the proper election by the Landlord to terminate the Lease with respect to the entire Subleased Space in accordance with terms and conditions of Section 14C of the Lease; and (b) the Landlord will not join the Sublessee as a party defendant in any action or proceeding brought as a result of a default under the Lease for the balance purposes of terminating the Sublessee's interest and estate under the Sublease and Sublessee's rights and interest under this Tri-Party Agreement. If the Lease has been terminated other than as a result of the term events, causes or circumstances described in subparagraphs 6(a)(i), 6(a)(ii), 6(a)(iii) or 6(a)(iv) above and the Sublessee has not elected to terminate the Sublease in accordance with the terms of the Sublease, the Sublessee shall be directly bound to the Landlord under the Sublease and shall perform its undischarged obligations under the Sublease in accordance with the terms thereof, and any extensions thereof with the same force and effect as if Purchaser the Landlord were the original landlord Sublessor under the Lease. Tenant does hereby attorn Sublease except that the Landlord shall not be: (a) Subject to Purchaser, including Lender if Lender is such Purchaser, as any offsets or defenses which the landlord Sublessee might have against the Sublessor or be liable for any prior act or omission of Sublessor under the Lease, said attornment Sublease; (b) Bound by any rent or additional rent which the Sublessee might have paid for more than the current month to be effective and self-operative any Sublessor; (c) Bound by any amendment or modification of the Sublease made without the execution Landlord's written consent and Landlord shall have no obligation under Section 1B and Section 32 of the Sublease; and (d) Liable to refund to the Sublessee, or credit the Sublessee with the amount of any further instruments upon Purchaser’s succeeding security or other payment or deposit (other than rent paid to the interest of Landlord for not more than the Borrower under current month), unless such amount shall have been paid over by the LeaseSublessor to the Landlord.

Nondisturbance and Attornment. If an Event of Default by Tenant is not in default beyond applicable cure period(sthen continuing, then, when Successor Landlord takes title to the Property: (i) under any Successor Landlord shall not terminate or disturb Tenant’s possession of the termsLeased Premises under the Lease, covenants or conditions contained except in accordance with the terms of the Lease or and this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, or other enforcement of ; (ii) Successor Landlord shall be bound to Tenant under all the terms and conditions of the Security Instrument, 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 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original Lease was originally between Successor Landlord, as landlord, and Tenant, as tenant, upon the then-executory provisions of the Lease as it now exists or may hereafter be amended by an amendment consented to by Successor Landlord (except as provided in this Agreement, including, subject to Paragraph 4 hereinbelow); (iii) Tenant shall recognize and attorn to Successor Landlord as Tenant’s direct landlord under the Lease as affected by this Agreement; (iv) Successor Landlord shall recognize and accept the Tenant as its direct tenant and shall recognize and accept the rights of the Tenant under the Lease; (v) the Lease shall continue in full force and effect as a direct lease, in accordance with its terms (except as provided in this Agreement), between Successor Landlord and Tenant; and (vi) subject to the provisions hereof, Tenant shall be entitled to occupy the Leased Premises, including any Extension Space, Option Space or Offering Space (as such terms are defined in the Lease) as provided in the Lease. Tenant does hereby attorn acknowledges notice of the Mortgage and assignment of rents, leases and profits from the Landlord to Purchaser, including Lender if Lender is such Purchaser, as the landlord Mortgagee. Xxxxxx agrees to continue making payments of rents and other amounts owed by Xxxxxx under the LeaseLease to the Landlord and to otherwise recognize the rights of Landlord under the Lease until notified otherwise in writing by the Mortgagee (as provided in the Mortgage), said attornment and after receipt of such notice the Tenant agrees thereafter to be effective and self-operative make all such payments to the Mortgagee, without the execution of any further instruments upon Purchaser’s succeeding inquiry on the part of the Tenant, and Landlord consents to the interest of the Borrower under the Leaseforegoing.

Nondisturbance and Attornment. If (a) This Lease and the rights of Tenant hereunder shall be subject and subordinate to the lien of any deed of trust, mortgage or other hypothecation or security instrument (collectively, "Security Device") now or hereafter placed upon, affecting or encumbering the Project or any part thereof or interest therein, and to any and all advances made thereunder, interest thereon or costs incurred and any modifications, renewals, supplements, consolidations, replacements and extensions thereof. With respect to any Security Device entered into by Landlord after execution of this Lease, such subordination is conditioned on Landlord obtaining assurance in a commercially reasonable form (a "nondisturbance agreement") from the holder of or beneficiary under such encumbrance that Tenant's possession of the Leased Premises will not be disturbed so long as Tenant is not in default beyond applicable cure period(s) under this Lease and attorns to the record owner of the Leased Premises. Without the consent of Tenant, the holder of any such Security Device or the beneficiary thereunder shall have the night to elect to be subject and subordinate to this Lease, such subordination to be effective upon such terms and conditions as such holder or beneficiary may direct which are not inconsistent with the provisions hereof. Tenant agrees to attorn to and recognize as the Landlord under this Lease the holder or beneficiary under a Security Device or any other party that acquires ownership of the Leased Premises by reason of a foreclosure or sale under any of the terms, covenants Security Device (or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of thereof). The new owner following such foreclosure, sale or other enforcement of the terms and conditions of the Security Instrument, 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 deed shall not result in either a termination of the Lease, be (i) liable for any act or a diminution or impairment omission of any prior landlord or with respect to events occurring prior to acquisition of the rights granted ownership; (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; (iii) bound by prepayment of more than one (1) month's Rent; or (iv) liable to Tenant in for any security deposit not actually received by such new owner. (b) Tenant shall not unreasonably withhold its consent to changes or amendments to this Lease requested by the Leaseholder of a Security Device so long as these changes do not alter the basic business terms of this Lease or otherwise materially diminish any rights or materially increase any obligations of Tenant hereunder. If, except as hereinafter provided. If within ten (10) business days after notice from Landlord, Tenant fails or refuses to execute with Landlord the interest of Borrower in amendment(s) to this Lease accomplishing the Property shall be transferred to Lender change(s) or any transferee of Lender amendment(s) which are requested by reason of foreclosuresuch holder, trustee’s saleLandlord, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, at its successors and assigns, including, but not limited to, Lendersole option, shall hereinafter be referred have the right to execute any instrument for or on behalf of Tenant as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and selfattorney-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the Leasein-fact.

Nondisturbance and Attornment. (a) If Tenant is not in default beyond applicable cure period(sat any time Agent or any entity controlled by the Banks (a "Successor Owner") shall succeed to the rights of Owner under any the Lease or otherwise obtain possession of the Premises as a result of the exercise of Agent's rights upon the occurrence of an event of default under the Mortgage or any other Loan Document prior to the expiration date of the Lease, each Successor Owner, by and upon acquiring title to the Premises, agrees that: (a) Tenant shall not be disturbed in the right to -3- 222 manage the Premises pursuant to the Lease, (b) the Lease shall not terminate as result of the Agent's actions and (c) such Successor Owner shall assume the obligations and liabilities of Owner under the Lease (including without limitation the obligation to pay Tenant the sums due with respect to the Premises under the terms of the Lease) which accrue from and after the date of such succession; in such circumstances, Tenant agrees that Tenant shall attorn to and recognize the Successor Owner as the "Owner" under the Lease and shall continue performance, on behalf of and for the benefit of such Successor Owner of Tenant's obligations under the Lease. The Lease thereafter shall continue in full force and effect as, or as if it were, a direct Lease with the successor Owner and Tenant upon and subject to all of the executory terms, conditions and covenants as are set forth in the Lease. (b) In the event of such succession or possession by a Successor Owner, no such successor shall: (w) be liable to Tenant for any act, omission or default of Owner under the Lease which shall have occurred prior to the Successor Owner taking title to the Premises; (x) be subject to any offset, defense, counterclaim, credit, deduction or abatement which shall have accrued to the Tenant against Owner under such Lease at any time prior to the Successor Owner taking title to the Premises; (y) be bound to make any payment to Tenant required under the Lease or otherwise required to be made prior to the Successor Owner taking title to the Premises; or (z) be bound by any agreement amending, modifying or terminating the Lease made without Agent's prior written consent; provided that neither the provisions of this subparagraph (b) or any other provision of this Agreement shall not be deemed to relieve a Successor Owner of the obligation to cure Owner defaults relating to payment of real estate taxes, insurance premiums and ground rents, to the extent set forth in the Lease, which accrued prior to such Successor Owner obtaining title to the Premises. (c) If the Lease is rejected or disaffirmed pursuant to any bankruptcy law or any other law affecting creditors rights generally or terminated by the actions of a receiver, should any Successor Owner thereafter become a successor Owner by foreclosure or by deed in lieu thereof, it and Tenant shall, within thirty (30) days after Lender shall obtain ownership of the Premises, enter into a new agreement for the management of the Premises on substantially the same terms and conditions as are contained in the Lease or and applicable provisions of this Agreement, Lender agrees that in Agreement for the event of foreclosure remainder of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security Instrument, 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 not result in either a termination term 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the Lease.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under any of the terms, covenants or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security Instrument, 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 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. A. If the interest of Borrower in Landlord under the Property shall be Lease is transferred to Lender or any transferee of Lender by reason of foreclosure, trustee’s sale, any foreclosure of the Mortgage or by deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transfereein aid thereof, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease (except as provided in Section 6 hereof) for the balance of the term thereof, and any extensions thereof with the same force and effect (except as provided in Section 6 hereof) as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, Purchaser as the landlord under the Lease, said which attornment to shall be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower landlord under the Lease. Without limiting the generality of this Section 3, within ten (10) days after the written request of Landlord, Mortgagee or any Purchaser, Tenant shall execute and deliver such documents as are reasonably requested by such party to reflect such attornment. B. So long as (i) Tenant is not in default in the performance of any of the terms, provisions and conditions contained in the Lease beyond any notice and cure period expressly set forth therein, and (ii) Tenant complies with the terms, provisions and conditions of this Agreement, then: (1) Tenant shall not be named or joined in any foreclosure, trustee’s sale or other proceeding to enforce the Mortgage unless such joinder is required by law, including, without limitation, to perfect such foreclosure, trustee’s sale or other proceeding; and (2) Without limiting any of the terms of the Lease, enforcement of the Mortgage shall not terminate the Lease or, subject to Section 3(C) disturb Tenant in the possession and use of the Leased Premises. C. Tenant expressly acknowledges and agrees that a default by Tenant under the Lease, after the expiration of any applicable cure periods specifically provided for under the Lease, (i) shall entitle Mortgagee to exercise any or all of its rights and remedies under the Lease and/or at law or in equity by reason thereof, and (ii) shall not terminate Tenant’s attornment agreements or any other agreements by Tenant set forth herein. D. Within twenty (20) days after the written request of any Purchaser, Tenant shall enter into a new lease of the Leased Premises with such Purchaser for the balance of the then remaining term of the Lease and upon the same terms and conditions as are then contained in the Lease.

Nondisturbance and Attornment. If So long as Tenant complies with this Agreement and is not in material default beyond applicable cure period(s) under any of the terms, covenants covenants, or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security Instrument, 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 not result in either a termination of the Lease, or a diminution or impairment of any the Lease shall continue in full force and effect as between the succeeding owner 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, upon and Tenant shall be bound subject to Purchaser, under all of the terms, covenants covenants, and conditions of the Lease for the balance of the term of the Lease, including renewals or extensions thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Leaseany. Tenant does hereby agrees to attorn to Purchaser, including Lender if Lender is and accept any such Purchaser, successor owner as the landlord under the Lease, said attornment and to be effective bound by and self-operative without perform all of the execution obligations imposed on Tenant by the Lease. Beneficiary and any such successor owner of the Property will not disturb the possession of Tenant, and will be bound by all of the obligations imposed on the Landlord by the Lease during the period of time Beneficiary or any further instruments upon Purchaser’s succeeding such successor owner is the owner of the Property; provided, however, that Beneficiary or any purchaser at a trustee's or sheriff's sale or any successor owner of the Property shall not be: (i) liable for any act or omission of a prior landlord (including Landlord); (ii) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord). Notwithstanding any other provision of this Agreement, if Beneficiary or Beneficiary's successor succeeds to the interest of the Borrower Landlord under the Lease, Beneficiary or Beneficiary's successor, as the case may be, shall be liable for the payment or provision, to the extent not paid or provided previously, of (a) the cost of the design and construction of Tenant Improvements pursuant to Exhibit "B" to the Lease and (b) brokerage commissions to be paid by Landlord to the "Brokers," as that term is defined in the Lease, pursuant to a separate agreement between Landlord and such Brokers; (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (including Landlord) not actually received by Beneficiary or such successor owner, as the case may be; or (iv) bound by any amendment or modification of the Lease made without Beneficiary's written consent, which consent shall not be unreasonably withheld, conditioned or delayed, other than an amendment or modification made pursuant to the terms of the Lease, such as an expansion of the Premises or renewal of the term of the Lease.

Nondisturbance and Attornment. If (a) This Lease and the rights of Tenant hereunder shall be subject and subordinate to the lien of any deed of trust, mortgage or other hypothecation or security instrument (collectively, "Security Device") now or hereafter placed upon, affecting or encumbering the Project or any part thereof or interest therein, and to any and all advances made thereunder, interest thereon or costs incurred and any modifications, renewals, supplements, consolidations, replacements and extensions thereof. With respect to any Security Device entered into by Landlord after execution of this Lease, such subordination is conditioned on Landlord's obtaining assurance in a commercially reasonable form (a "nondisturbance agreement") from the holder of or beneficiary under such encumbrance that Xxxxxx's possession of the Leased Premises will not be disturbed, and Xxxxxx's rights under this Lease will be recognized, so long as Tenant is not in default beyond under this Lease (after expiration of applicable notice and cure period(speriods) and attorns to the record owner of the Leased Premises and any subordination of this Lease shall be conditioned on Tenant's receipt of such an agreement. Without the consent of Tenant, the holder of any such Security Device or the beneficiary thereunder shall have the right to elect to be subject and subordinate to this Lease, such subordination to be effective upon such terms and conditions as such holder or beneficiary may direct which are not inconsistent with the provisions hereof. Xxxxxx agrees to attorn to and recognize as the Landlord under this Lease the holder or beneficiary under a Security Device or any other party that acquires ownership of the Leased Premises by reason of a foreclosure or sale under any of the terms, covenants Security Device (or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu thereof), provided such holder, beneficiary or other party has become bound by a nondisturbance agreement as of the date the Security Device gained priority over this Lease. The new owner following such foreclosure, sale or other enforcement deed shall be responsible for the completion of the Tenant Improvements and shall be responsible for the Security Deposit but shall not be (i) liable for any act or omission of any prior landlord or with respect to events occurring prior to acquisition of ownership except relating to a continuing default; (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; or (iii) bound by prepayment of more than one (1) month's Rent unless actually received. Landlord shall, in good faith, use its best efforts to cause the current holder of a Security Device on the Project to execute and deliver a nondisturbance agreement to Tenant within thirty (30) days of execution of this Lease. Landlord shall, however, obtain such nondisturbance agreement from the holders of all existing Security Devices prior to the Term Commencement Date. (b) Tenant shall not unreasonably withhold its consent to changes or amendments to this Lease requested by the holder of a Security Device so long as these changes do not alter the basic business terms of this Lease or otherwise materially diminish any rights or materially increase any obligations of Tenant hereunder. In connection with any amendment to this Lease required under this paragraph, Landlord shall reimburse Tenant's reasonable attorneys' fees and conditions costs, not to exceed $1,000.00 in any single instance. If, within ten (10) business days after notice from Landlord, Xxxxxx fails or refuses to execute with Landlord the amendment(s) to this Lease accomplishing the change(s) or amendment(s) which are requested by such holder, Landlord, at its sole option, shall have the right to do either or both of the Security Instrument, following: (i) to execute any instrument for or the exercise by Lender on behalf of Tenant as its rights under the Assignment, or attorney-in-fact (in the event Lender comes into possession or acquires title to the Property as a result of foreclosure or the threat acknowledgment thereof, Tenant hereby appoints Landlord as its irrevocable attorney-in-fact solely to execute any instruments required to carry out the intent of this Section 5.12(b) on behalf of Tenant); and/or (ii) to provide Tenant with a further notice and if Tenant fails or as a result refuses to execute the amendment(s) within five (5) business days of other meanssuch additional notice, such action Landlord shall not result in either a termination of have the Lease, or a diminution or impairment of any of the rights granted right 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the terminate this Lease.

Nondisturbance and Attornment. If (a) This Lease and the rights of Tenant hereunder shall be subject and subordinate to the lien of any deed of trust, mortgage or other hypothecation or security instrument (collectively, "Security Device") now or hereafter placed upon, affecting or encumbering the Project or any part thereof or interest therein, and to any and all advances made thereunder, interest thereon or costs incurred and any modifications, renewals, supplements, consolidations, replacements and extensions thereof, if, but only if, with respect to any Security Device entered into by Landlord after execution of this Lease, such subordination is conditioned on Landlord obtaining assurance in a commercially reasonable form (a "nondisturbance agreement") from the holder of or beneficiary under such encumbrance that Xxxxxx's possession of the Leased Premises and right of ingress and egress over and across the Project will not be disturbed so long as Tenant is not in default beyond applicable cure period(sunder this Lease. Landlord shall obtain and deliver to Tenant a nondisturbance agreement from Fleet National Bank in the form attached hereto as EXHIBIT E within ten (10) business days of full execution of this Lease. Without the consent of Tenant, the holder of any such Security Device or the beneficiary thereunder shall have the right to elect to be subject and subordinate to this Lease, such subordination to be effective upon such terms and conditions as such holder or beneficiary may direct which are not inconsistent with the provisions hereof. Xxxxxx agrees to attorn to and recognize as the Landlord under this Lease the holder or beneficiary under a Security Device or any other party that acquires ownership of the Leased Premises by reason of a foreclosure or sale under any of the terms, covenants Security Device (or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of thereof) commencing on the fifth (5th) business day after Xxxxxx has received notice from such holder, beneficiary, or owner. Tenant shall be entitled to rely upon such notice without any investigation and Tenant shall not be liable to Landlord for any amounts paid to, or any other performance performed for the benefit of, such holder, beneficiary or owner pursuant to such notice. Any new owner following such foreclosure, sale or other enforcement of the terms and conditions of the Security Instrument, 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 deed shall not result in either a termination of the Lease, be (i) liable for any act or a diminution or impairment omission of any prior landlord or with respect to events occurring prior to acquisition of ownership; (ii) subject to any offsets or defenses which Tenant might have against any prior landlord; or (iii) bound by prepayment of more than one (1) month's Rent. (b) Tenant shall not unreasonably withhold its consent to changes or amendments to this Lease requested by the holder of a Security Device so long as such requested changes do not alter the basic business terms of this Lease or otherwise diminish or abridge any rights granted or impose or increase any obligations of Tenant hereunder. Landlord shall pay Tenant a processing fee of $250.00 and shall reimburse Tenant for Xxxxxx's reasonable attorneys' fees (not to Tenant exceed $2,000.00) incurred in connection with Xxxxxx's review, negotiation, and execution of any such changes and amendments. If, within fifteen (15) business days after notice from Landlord, Xxxxxx fails or unreasonably refuses to execute with Landlord any amendment to this Lease accomplishing the Lease, except as hereinafter provided. If the interest of Borrower in the Property reasonable changes or amendments which are requested by such holder such amendments shall be transferred to Lender or any transferee of Lender deemed accepted and shall be enforceable by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (Landlord and such transfereelender and binding upon Tenant, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect assigns as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn agreed to Purchaserin writing, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution need of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the Leaseaction or documentation.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under In the event of any judicial or nonjudicial foreclosure of the termsDeed of Trust or transfer by deed in lieu thereof, covenants or conditions contained the Lease shall not terminate, nor shall Tenant’s rights thereunder be disturbed, except in accordance with the terms of the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, any amendment or other enforcement of applicable agreement executed by Tenant with respect thereto; provided, however, that the terms and conditions of the Security Instrument, 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 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 by reason of foreclosure, trusteeLandlord’s sale, deed in lieu of interests pursuant to such foreclosure or other proceeding transfer shall not be (a) liable for the enforcement any act or omission of the Security Instrument or rights of Lender any prior landlord under the Assignment Lease (including, without limitation, the breach of any representation or warranty made by any prior landlord unless such breach is caused by such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and (b) obligated to cure any default of any prior landlord under the Lease (other than nonmonetary default that remain uncured at the time of foreclosure)1 (c) subject to any offsets or defenses which Tenant is not in default beyond applicable cure period(s) of its obligations entitled to assert against any prior landlord under the Lease, Purchaser (d) bound by any payment of any amount owing under the Lease to any prior landlord which was made more than 10 days prior to the date due, (e) bound by any amendment or other modification to the Lease which was made subsequent to the date of this Agreement without the prior written consent of Lender (which shall not name be unreasonably withheld) and which could adversely affect the landlord’s interests, or join (f) liable for the return to Tenant in of any foreclosure, trustee’s sale security or other proceeding deposit paid by Tenant to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original prior landlord under the LeaseLease except to the extent that such transferee actually receives such deposit. ‘Tenant does hereby shall attorn to Purchaser, including Lender if Lender is and accept any such Purchaser, transferee as the landlord under the Lease, said attornment Lease for the unexpired balance of the Lease term; and shall execute any document reasonably requested by such transferee to evidence such attornment. Tenant shall not be effective and self-operative without the execution of named in any further instruments upon Purchaser’s succeeding foreclosure action related to the interest Deed of the Borrower under the LeaseTrust.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under any of In the terms, covenants or conditions contained in event the Lease or this AgreementTenant's right to possession thereunder terminates for any reason prior to expiration of the Sublease, Lender agrees including the termination of the Lease by Landlord as a result of a Default by Tenant under the Lease or a "rejection" by Tenant of the Lease in a bankruptcy proceeding of Tenant, Landlord and Subtenant agree that in the event of foreclosure any such termination or rejection of the Security InstrumentLease, trustee’s sale, deed in lieu of foreclosure, or other enforcement of Subtenant shall attorn to Landlord upon the then terms and conditions of the Security InstrumentLease (as the same are modified by this Agreement), 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 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, including but not limited to, Lender, shall hereinafter be referred to as “Purchaser”)the payment of Fixed Rent and Additional Rent to Landlord, and Tenant is not in default beyond applicable cure period(s) of its obligations Landlord shall recognize Subtenant as the lessee under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce upon the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants then terms and conditions of the Lease for the balance remainder of the term thereofof the Lease as a direct lease between Landlord and Subtenant, and by execution of this Agreement, Subtenant shall be deemed to have so attorned. In the event of any extensions thereof with the same force such termination or rejection, (i) Subtenant shall cure all monetary Defaults of Tenant then existing, and effect as if Purchaser were the original landlord all nonmonetary Defaults of Tenant then existing which are capable of being cured by Subtenant, under the Lease. Lease and/or this Agreement, (ii) from and after such date Subtenant shall perform all obligations of Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment and (iii) Landlord will not, under any circumstances, be bound by any of the terms of the Sublease or be liable for any act or omission of Tenant thereunder. Without limiting the foregoing, Landlord shall not be (i) subject to be effective and self-operative without any defense or offset in favor of Subtenant against Tenant, (ii) bound by any previous payment by Subtenant to Tenant of rent, or (iii) liable to Subtenant for the execution return or reimbursement of any security deposit or other funds given by Subtenant to Tenant. Subtenant shall from time to time execute and deliver to Landlord such additional documentation consistent with the terms of the Lease or this Agreement Landlord shall reasonably require to further instruments upon Purchaser’s succeeding evidence such attornment. Any of the foregoing notwithstanding, in no event shall Subtenant have any of the rights afforded to Tenant with respect to the interest Restoration Fund or the Restoration Fund Letter of Credit or the Borrower under the LeaseEnhancement Letter of Credit.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under any of the termsground or similar such lease, covenants or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s salemortgage, deed in lieu of foreclosuretrust or security agreement is enforced by the ground lessor, or other enforcement of the terms and conditions of mortgagee, the Security Instrumenttrustee, or the exercise by Lender of its rights secured party, Tenant shall, upon request, attorn to the lessor under such lease or the Assignmentmortgagee or purchaser at such foreclosure sale, or in the event Lender comes into possession any person 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 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s party succeeding to the interest of Landlord as a result of such enforcement, as the Borrower case may be, and execute instrument(s) confirming such attornment; provided, however, that regardless of whether this Lease was approved and accepted in writing by such lessor, mortgagee, trustee or secured party, Tenant's attornment and the rights of the lessor, mortgagee, trustee or secured party (or anyone else claiming through them) shall be conditioned upon the agreement by such successor to Landlord's interest not to disturb Tenant's possession or other rights hereunder during the Term so long as Tenant performs its obligations under this Lease. In the event of such enforcement and upon Tenant's attornment as aforesaid, Tenant will automatically become the tenant of the successor to Landlord's interest without change in the terms or provisions of this Lease; provided, however, that such successor to Landlord's interest shall not be (a) bound by any payment of Rent for more than one month in advance (except prepayments for security deposits, if any), or (b) bound by any amendments or modifications of this Lease made without the prior written consent of the applicable mortgagee, ground lessor, trustee or secured party after Tenant has been notified of its name and address, or (c) subject to liability or offset for any damages Tenant may claim because of a default by Landlord hereunder prior to the date Landlord's interest in the Building is conveyed to such successor of Landlord.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under any of the terms, covenants or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security Instrument, 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 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 Landlord under the Property shall be Lease is transferred to Lender or any transferee of Lender by reason of foreclosure, trustee’s sale, any foreclosure of the Deed of Trust or by deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Leaseaid thereof, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser (as hereinafter defined) shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease (except as provided in Section 5 hereof) for the balance of the term thereof, and any extensions thereof with the ---------- same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, Purchaser as the landlord under the Lease, said which attornment to shall be effective and self-operative without the execution of any further instruments upon Purchaser’s 's succeeding to the interest of the Borrower landlord under the Lease.. Tenant expressly acknowledges and agrees that a default by Tenant under the Lease, after the expiration of any applicable notice and cure periods specifically provided for under the Lease, (a) shall terminate Lender's nondisturbance agreements set forth herein only at Lender's election in its sole discretion, and (b) shall not terminate Tenant's attornment agreement or any other agreements by Tenant set forth herein. Without limiting the generality of this Section 2, within ten (10) business days after the request of Landlord, Lender or any Purchaser, Tenant shall execute and deliver such documents as are reasonably requested by such party to reflect such attornment. Within twenty (20) business days after the request of any Purchaser, Tenant shall enter into a new lease of the Leased Premises with such Purchaser for the balance of the then remaining term of the Lease and upon the same terms and conditions as are then contained in the Lease. As used herein, "

Nondisturbance and Attornment. If Tenant is SUBORDINATION. Lessor agrees to and shall obtain, in writing, from the holder of any lien of any mortgage or deed of trust of any bank, insurance company, individual, or other institutional lender, now or hereafter in force against the Premises a Nondisturbance and Attornment Agreement (herein after referred to as "NDA") substantially in the form attached hereto as Exhibit C. In the event that the Premises become subject to any foreclosure proceedings brought against Lessor, or the power of sale under any mortgage or deed of trust made by Lessor, Lessee shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Lessor under this Lease and this Lease shall not terminate. This Lease and any Option to Purchase granted to Lessee shall be subject and subordinate to any mortgage, deed of trust, or other hypothecation or security device (collectively "Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof, provided Lessee has received an NDA. Lessee agrees that the holders of any such Security Devices (in default beyond applicable cure period(sthis Lease together referred to as "Lender") under shall have no liability or obligations to perform any of the terms, covenants or conditions contained in the obligations of Lessor under this Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, or other enforcement of the terms and conditions of the Security Instrument, 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 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in the NDA. Any Lender may elect to have this Lease and/or any Option to Purchase granted to Lessee deemed superior to the lien of its Security Devices by giving written notice thereof to Lessee, whereupon this Lease and such Option to Purchase shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof. Notwithstanding the foregoing provisions of this Section 4 below13.14 with respect to Security Devices in place on the Effective Date, Lessor shall only be obligated to obtain a Nondisturbance and Attornment Agreement from Welxx Xxrgo Bank, who presently holds a Security Device placed on the Premises as to this Lease and not as to any Option to Purchase granted to Lessee in a form acceptable to Welxx Xxrgo Bank. Lessor shall also obtain an NDA from Johx Xxxxxx xx to his Security Devices, with respect to this Lease and any Option to Purchase, and Tenant shall be bound that Johx Xxxxxx xxrther agrees to Purchaser, under all of release his Security Device in the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord event Lessee exercises its option under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the LeaseOption Agreement.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under any of the terms, covenants or conditions contained in the Lease or this Agreement, Lender agrees that in In the event of any judicial or nonjudicial foreclosure of the Security Instrument, trustee’s sale, Deed of Trust or transfer by deed in lieu thereof, the Lease shall not terminate, nor shall Tenant’s rights thereunder be disturbed, except in accordance with the terms of foreclosure, the Lease DOCSSB/108279v20/100382-1006 or any amendment or other enforcement of applicable agreement executed by Tenant with respect thereto; provided, however, that the terms and conditions of the Security Instrument, 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 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 by reason of foreclosure, trusteeLandlord’s sale, deed in lieu of interests pursuant to such foreclosure or other proceeding transfer shall not be (a) liable for the enforcement any act or omission of the Security Instrument or rights of Lender any prior landlord under the Assignment Lease (including, without limitation, the breach of any representation or warranty made by any prior landlord unless such breach is caused by such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and (b) obligated to cure any default of any prior landlord under the Lease (other than nonmonetary default that remain uncured at the time of foreclosure), (c) subject to any offsets or defenses which Tenant is not in default beyond applicable cure period(s) of its obligations entitled to assert against any prior landlord under the Lease, Purchaser (d) bound by any payment of any amount owing under the Lease to any prior landlord which was made more than 10 days prior to the date due, (e) bound by any amendment or other modification to the Lease which was made subsequent to the date of this Agreement without the prior written consent of Lender (which shall not name be unreasonably withheld) and which could adversely affect the landlord’s interests, or join (f) liable for the return to Tenant in of any foreclosure, trustee’s sale security or other proceeding deposit paid by Tenant to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original prior landlord under the LeaseLease except to the extent that such transferee actually receives such deposit. Tenant does hereby shall attorn to Purchaser, including Lender if Lender is and accept any such Purchaser, transferee as the landlord under the LeaseLease for the unexpired balance of the Lease term, said attornment and shall execute any document reasonably requested by such transferee to evidence such attornment. Tenant shall not be effective and self-operative without the execution of named in any further instruments upon Purchaser’s succeeding foreclosure action related to the interest Deed of the Borrower under the LeaseTrust.

Nondisturbance and Attornment. If This Lease and the rights of Tenant is hereunder shall be subject and subordinate to the lien of any deed of trust, mortgage, ground lease or other hypothecation or security instrument (collectively, “Security Device”) now or hereafter placed upon, affecting or encumbering the Project or any part thereof or interest therein, and to any and all advances made thereunder, interest thereon or costs incurred and any modifications, renewals, supplements, consolidations, replacements and extensions thereof. Without the consent of Tenant, the holder of any such Security Device or the beneficiary thereunder shall have the right to elect to be subject and subordinate to this Lease, such subordination to be effective upon such terms and conditions as such holder or beneficiary may direct which are not in default beyond applicable cure period(s) inconsistent with the provisions hereof. Xxxxxx agrees to attorn to and recognize as the Landlord under this Lease the holder or beneficiary under a Security Device or any other party that acquires ownership of the Leased Premises by reason of a foreclosure or sale under any of the terms, covenants Security Device (or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu thereof). Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) days of foreclosurea written demand or request by Xxxxxxxx and in the form reasonably requested by Xxxxxxxx, ground lessor, mortgagee or other enforcement beneficiary, any additional documents evidencing the priority or subordination of the terms and conditions of the Security Instrument, this Lease with respect to any such ground leases or underlying leases 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 not result in either a termination of the Lease, or a diminution or impairment lien of any such mortgage or deed of trust. Landlord shall use diligent and good faith efforts to obtain a nondisturbance agreement in a commercially reasonable form from the rights granted to Tenant in current lender within thirty (30) days after the Lease, except as hereinafter provided. If the interest of Borrower in the Property shall be transferred to Lender or any transferee of Lender by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s succeeding to the interest of the Borrower under the LeaseRent Commencement Date.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under any of the termsground or similar such lease, covenants or conditions contained in the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s salemortgage, deed in lieu of foreclosuretrust or security agreement is enforced by the ground lessor, or other enforcement of the terms and conditions of mortgagee, the Security Instrumenttrustee, or the exercise by Lender of its rights secured party, Tenant shall, upon request, attorn to the lessor under such lease or the Assignmentmortgagee or purchaser at such foreclosure sale, or in the event Lender comes into possession any person 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 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 by reason of foreclosure, trustee’s sale, deed in lieu of foreclosure or other proceeding for the enforcement of the Security Instrument or rights of Lender under the Assignment (such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and Tenant is not in default beyond applicable cure period(s) of its obligations under the Lease, Purchaser shall not name or join Tenant in any foreclosure, trustee’s sale or other proceeding to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original landlord under the Lease. Tenant does hereby attorn to Purchaser, including Lender if Lender is such Purchaser, as the landlord under the Lease, said attornment to be effective and self-operative without the execution of any further instruments upon Purchaser’s party succeeding to the interest of Landlord as a result of such enforcement, as the Borrower case may be, and execute instrument(s) confirming such attornment; provided, however, that regardless of whether this Lease was approved and accepted in writing by such lessor, mortgagee, trustee or secured party, Tenant's attornment and the rights of the lessor, mortgagee, trustee or secured party (or anyone else claiming through them) shall be conditioned upon the agreement by such successor to Landlord's interest not to disturb Tenant's possession or other rights hereunder during the Term so long as Tenant performs its obligations under this Lease. In the event of such enforcement and upon Tenant's attornment as aforesaid, Tenant will automatically become the tenant of the successor to Landlord's interest without change in the terms or provisions of this Lease; provided, however, that such successor to Landlord's interest shall not be (a) bound by any payment of Rent for more than one month in advance (except prepayments for security deposits, if any), or (b) bound by any amendments or modifications of this Lease made without the prior written consent of the applicable mortgagee or secured party after Tenant has been notified of its name and address, or (c) subject to liability or offset for any damages Tenant may claim because of a default by Landlord hereunder prior to the date Landlord's interest in the Building is conveyed to such successor of Landlord.

Nondisturbance and Attornment. If Tenant is not in default beyond applicable cure period(s) under In the event of any judicial or nonjudicial foreclosure of the termsDeed of Trust or transfer by deed in lieu thereof, covenants or conditions contained the Lease shall not terminate, nor shall Tenant’s rights thereunder be disturbed, except in accordance with the terms of the Lease or this Agreement, Lender agrees that in the event of foreclosure of the Security Instrument, trustee’s sale, deed in lieu of foreclosure, any amendment or other enforcement of applicable agreement executed by Tenant with respect thereto; provided, however, that the terms and conditions of the Security Instrument, 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 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 by reason of foreclosure, trusteeLandlord’s sale, deed in lieu of interests pursuant to such foreclosure or other proceeding transfer shall not be (a) liable for the enforcement any act or omission of the Security Instrument or rights of Lender any prior landlord under the Assignment Lease (including, without limitation, the breach of any representation or warranty made by any prior landlord unless such breach is caused by such transferee, its successors and assigns, including, but not limited to, Lender, shall hereinafter be referred to as “Purchaser”), and (b) obligated to cure any default of any prior landlord under the Lease (other than nonmonetary default that remain uncured at the time of foreclosure) 1 (c) subject to any offsets or defenses which Tenant is not in default beyond applicable cure period(s) of its obligations entitled to assert against any prior landlord under the Lease, Purchaser (d) bound by any payment of any amount owing under the Lease to any prior landlord which was made more than 10 days prior to the date due, (e) bound by any amendment or other modification to the Lease which was made subsequent to the date of this Agreement without the prior written consent of Lender (which shall not name be unreasonably withheld) and which could adversely affect the landlord’s interests, or join (f) liable for the return to Tenant in of any foreclosure, trustee’s sale security or other proceeding deposit paid by Tenant to enforce the Security Instrument or Assignment, unless required by applicable law to do so, and Purchaser shall be bound to Tenant, except as provided in Section 4 below, and Tenant shall be bound to Purchaser, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, and any extensions thereof with the same force and effect as if Purchaser were the original prior landlord under the LeaseLease except to the extent that such transferee actually receives such deposit. Tenant does hereby shall attorn to Purchaser, including Lender if Lender is and accept any such Purchaser, transferee as the landlord under the LeaseLease for the unexpired balance of the Lease term, said attornment and shall execute any document reasonably requested by such transferee to evidence such attornment. Tenant shall not be effective and self-operative without the execution of named in any further instruments upon Purchaser’s succeeding foreclosure action related to the interest Deed of the Borrower under the LeaseTrust.