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 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 (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 foreclosurethereof) commencing on the fifth (5th) business day after Xxxxxx has received notice from such holder, beneficiary, 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 owner. Tenant in the Lease, except as hereinafter provided. If the interest of Borrower in the Property shall be transferred entitled to Lender or rely upon such notice without 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, investigation and Tenant shall not be bound liable to PurchaserLandlord for any amounts paid to, under all of the terms, covenants and conditions of the Lease or any other performance performed for the balance of the term thereofbenefit of, and such holder, beneficiary or owner pursuant to such notice. Any new owner following such foreclosure, sale or deed shall not be (i) liable for 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 act or omission of any further instruments upon Purchaser’s succeeding prior landlord or with respect to the interest events occurring prior to acquisition of the Borrower under the Leaseownership; (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.

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 terms Tenant Improvements and conditions of shall be responsible for the Security InstrumentDeposit 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, or in good faith, use its best efforts to cause the exercise by Lender current holder of its rights under a Security Device on the AssignmentProject to execute and deliver a nondisturbance agreement to Tenant within thirty (30) days of execution of this Lease. Landlord shall, or in however, obtain such nondisturbance agreement from the event Lender comes into possession or acquires title holders of all existing Security Devices prior 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 LeaseTerm Commencement Date.

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 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 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 Leasetrust.

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 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 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 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 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 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 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 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 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 the Lease, except as hereinafter provided. If the interest of Borrower in the Property shall be transferred to Lender or for any transferee of Lender security deposit not actually received 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 Leasenew owner.

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 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 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 (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 terms Tenant Improvements and conditions of shall be responsible for the Security InstrumentDeposit 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, or in good faith, use its best efforts to cause the exercise by Lender current holder of its rights under a Security Device on the AssignmentProject to execute and deliver a nondisturbance agreement to Tenant within thirty (30) days of execution of this Lease. Landlord shall, or in however, obtain such nondisturbance agreement from the event Lender comes into possession or acquires title holders of all existing Security Devices prior 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 LeaseTerm Commencement Date.

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 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 Leasetrust.

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 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 Leasetrust.