Common use of Attornment Clause in Contracts

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s interest the interests of Lessor under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner or superior lessor as terms, covenants and conditions of this Lease on Tenant’s “landlord” under part to be performed with the same force and effect as if such party were the landlord originally named in this Master Lease Lease, or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to Section 40.15 hereof for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest Each Lease Modification and New Lease entered into from and after the date hereof shall provide that in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise enforcement by Lender of any remedy provided for in under this Agreement or the Security Instrument, if Lender agrees to a non-disturbance provision pursuant to Section 8.7.9, the Tenant under such Lease shall, at the option of Lender or of any Facility Mortgage Documents (or in lieu other Person succeeding to the interest of Lender as a result of such exercise)enforcement, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to Lender or to such Person and shall recognize the new owner Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such successor in the form of this Master interest as lessor under such Lease with without change in the new owner provisions thereof; provided, however, Lender or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be liable for or bound by (i) liable for any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of Landlord or default by Borrower under this Master any such Lease occurring prior to (but the Lender, or such salesuccessor, conveyance or termination; (ii) shall be subject to any offsetthe continuing obligations of the landlord to the extent arising from and after such succession to the extent of Lender’s, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such salesuccessor’s, conveyance or termination; interest in the Property), (iii) bound by any previous modification credits, claims, setoffs or amendment to this Master Lease or defenses which any previous prepayment of more than one month’s rentTenant may have against Borrower, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord obligation on Borrower’s part, pursuant to this Master Lease unless such security deposit Lease, to perform any tenant improvement work or other collateral has actually been delivered (v) any obligation on Borrower’s part, pursuant to such new owner Lease, to pay any sum of money to any Tenant. Each such New Lease shall also provide that, upon the reasonable request by Lender or superior lessorsuch successor in interest, the Tenant shall execute and deliver an instrument or instruments confirming such attornment.

Attornment. If Landlord’s interest the interests of Lessor in and to the Leased Property Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any portion thereof or interest therein is soldother manner, conveyed or terminated upon the including, but not limited to, Mortgagee's exercise of its rights under any remedy provided assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for in the balance of the term thereof remaining and any Facility Mortgage Documents (or in lieu extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of such exercise)any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise by operation has the right to receive such rents. The respective rights and obligations of law: (a) at the request Lessee and option of the new owner or superior lessorMortgagee upon such attornment, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice then remaining balance of the Facility Mortgage and the identity and address term of the Facility Mortgagee; or (iv) liable Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for any security deposit or other collateral deposited or delivered this purpose to Landlord pursuant to incorporate the Lease in this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorAgreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof Facility or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageelessor; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If LandlordSubject to the limitation set forth in Section 36.1 regarding Lessee and any Facility Mortgagee entering into a subordination and non-disturbance agreement, Lessee agrees that if Lessor’s interest in the Leased Property and/or any Capital Additions or any portion part(s) or portion(s) thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)Mortgage, or otherwise by operation of law: (ai) at the request and option of the new owner or superior lessorowner’s option, as the case may be, Tenant Lessee shall attorn to and recognize the new owner or superior lessor as TenantLessee’s “landlord” Lessor under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorowner, and Tenant Lessee shall take such actions to confirm the foregoing within ten fifteen (1015) days Business Days after request; and (bii) the new owner or superior lessor shall not be (ia) liable for any act or omission of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or termination; , (iib) subject to any offset, abatement or reduction of rent because of any default of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or termination; , (iiic) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent required by such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage DocumentsMortgagee) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either casesuccessor lessor, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivd) liable for any security deposit or other collateral deposited or delivered to Landlord Lessor pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior successor lessor.

Attornment. If Landlord’s interest Each new Lease entered into from and after the date hereof shall provide that in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise enforcement by Lender of any remedy provided for in under this Security Instrument or the Note, the tenant under such Lease shall, at the option of Lender or of any Facility Mortgage Documents (or in lieu other Person succeeding to the interest of Lender as a result of such exercise)enforcement, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to Lender or to such Person and shall recognize the new owner Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such successor in the form of this Master interest as lessor under such Lease with without change in the new owner provisions thereof; provided, however, Lender or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be liable for or bound by (i) liable for any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of Landlord or default by Borrower under this Master any such Lease occurring prior to (but the Lender, or such salesuccessor, conveyance or termination; (ii) shall be subject to any offsetthe continuing obligations of the landlord to the extent arising from and after such succession to the extent of Lender's, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such salesuccessor's, conveyance or termination; interest in the Property), (iii) bound by any previous modification credits, claims, setoffs or amendment to this Master Lease or defenses which any previous prepayment of more than one month’s renttenant may have against Borrower, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord obligation on Borrower's part, pursuant to this Master Lease unless such security deposit Lease, to perform any tenant improvement work or other collateral has actually been delivered (vi) any obligation on Borrower's part, pursuant to such Lease, to pay any sum of money to any tenant. Each such tenant, upon the reasonable request by Lender or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. At the request of any tenant that enters into a new owner or superior lessorLease that is on prevailing market terms, Lender shall deliver to such tenant a subordination, nondisturbance and attornment agreement in form and substance reasonably acceptable to Lender.

Attornment. If Landlord’s interest the interests of Lessor under this Lease are ---------- transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to Section 40.15 hereof for the form ------------- remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: affected thereby (a) at the request and option of the new owner or superior lessortransferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner Transferee shall accept such attornment, provided, however, that the provisions of the Mortgage and the Loan Agreement shall govern with respect to the disposition of any casualty insurance proceeds or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in condemnation awards and the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) liable for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time of such amendment the Transferee succeeded to Landlord’s interest or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, unless the same represent a continuing covenant of the Landlord, such as the obligation to repair and maintain certain aspects of the Property, but only to the extent such failure continues from and after the date when Purchaser acquires the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance of the due date therefor to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material terms of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest. In the event that any liability of Purchaser does arise pursuant to this Agreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for and shall in any Facility Mortgage Documents (or in lieu of no event exceed such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorinterest.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Leased Property or any portion thereof or interest therein is soldand shall in no event exceed such interest. Alternatively, conveyed or terminated upon the exercise written request of any remedy provided for in any Facility Mortgage Documents (Lender or in lieu of such exercise), its successors or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beassigns, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the form of Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorAgreement.

Attornment. If a Lender or ground Landlord enforces its remedies provided by law or under the pertinent Security Instrument and succeeds to Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldPremises (a “Successor-in-Interest”), conveyed or terminated Tenant shall, upon the exercise request of any remedy provided for in any Facility Mortgage Documents (or in lieu Successor-in-Interest, automatically become the tenant of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially said Successor-in-Interest without change in the form terms or other provisions of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Lease. The Successor-in-Interest shall not be (i) bound by any payment of Rent for more than 30 days in advance; (ii) bound by any modification or amendment of this Lease to shorten the term or decrease the Base Rent without the consent of the Lender or ground Landlord; (iii) liable for any act or omission of Landlord under this Master Lease occurring prior or any previous landlord, except to the extent the same constitutes a continuing event of default after such sale, conveyance or terminationparty succeeds to Landlord’s interest; (iiiv) bound by any obligation of Landlord under the Lease that is not reasonably susceptible to performance by the Successor-in-Interest; (v) subject to any offset, abatement defense, recoupment or reduction of rent because of any default of counterclaim that Tenant may have as against Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageelandlord; or (ivvi) liable for any security deposit or other collateral deposited or delivered that Tenant may have made with respect to Landlord pursuant or previous landlord that has not been transferred to this Master Lease unless the Successor-in-Interest (collectively, the “Lender Carve Outs”). Within ten days after Notice of a request by Successor-in-Interest, Tenant shall deliver an executed attornment agreement in a form required by such security deposit or other collateral has actually been delivered to such new owner or superior lessorSuccessor-in-Interest, so long as the same do not materially change the rights and duties of the parties hereunder, except insofar as any of the Lender Carve Outs apply.

Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (i) attorn to such party and recognize perform for its benefit all the new owner or superior lessor as terms, covenants and conditions of this Lease on Tenant’s “landlord” under part to be performed with the same force and effect as if such party were the landlord originally named in this Master Lease Lease, or (ii) enter into a new lease substantially in the form of this Master New Lease with such party, as landlord, pursuant to Section 40 hereof for the new owner or superior lessorremaining Term and otherwise on the same terms and conditions as this Lease, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (iw) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iix) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iiiy) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (ivz) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest Tenant agrees that, at the written election of the Agent given to Tenant which election may be given or withheld in the Leased Property or any portion thereof or interest therein is soldAgent's sole discretion, conveyed or terminated upon in the exercise event of a foreclosure of any remedy provided for in any Facility Mortgage or all of the Security Documents (by Agent or the acceptance of an assignment or deed in lieu of such exercise), or otherwise foreclosure by operation of law: (a) at the request and option Agent on behalf of the Lenders (or any assignee, nominee, designee or successor of Agent or the Lenders) to ownership of a fee or leasehold (as the case may be) interest or interests in any of the Premises, Tenant will attorn to and recognize as its landlord the party which thereby takes title (whether fee or leasehold, as the case may be) to all or any part of the premises subject to the related Lease or Leases for the remainder of the term of such Lease or Leases (including all extension periods which have been or are hereafter exercised in accordance with the provisions of such Lease) upon the same terms and conditions as are set forth in such Leases, which will thenceforth be deemed direct leases between such party and Tenant, and Tenant hereby agrees to pay and perform all of the obligations of Tenant pursuant to such Leases. If such written election is made, Agent or such other party, by virtue of such foreclosure, shall be deemed to have assumed and agreed to be bound, as substitute landlord, by the terms and conditions of such Leases (including, without limitation, any obligations with respect to the maintenance and use of the Capital Expenditure Reserve Account) until the sale or other disposition of its interest, except that such assumption shall not be deemed of itself an acknowledgment by such new owner landlord of the validity of any then existing claims of Tenant against any prior landlord (including Landlord); provided however, that the Agent, the Lenders, and any such assignee, nominee, designee or superior lessorsuccessor of the Agent or the Lenders, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any accrued obligation of Landlord, or for an act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such saleforeclosure or transfer by assignment or deed in lieu of foreclosure not arising by, conveyance through or termination; under such new landlord, in effectuating such transfer or foreclosure, (ii) required to make (or to permit proceeds of insurance or condemnation awards to be used by Tenant to pay for) any repairs to the Premises required as a result of fire or other casualty or by reason of condemnation unless such new landlord shall be expressly obligated under the Lease to make such repairs (or permit such proceeds or awards to be used for such purposes) and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iii) required to make any capital improvements to the Premises which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the Premises, unless in each case such new landlord shall be expressly obligated to do so under such Lease, or (iv) subject to any offset, abatement offsets or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which such sale, conveyance new landlord shall become the owner of all or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment part of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved the Premises. If the Agent so elects in writing by such Facility Mortgagee (to require Tenant's attornment, except as set forth to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documentscontrary in clause (i) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable of this paragraph 5 above, all rights and obligations under such Leases shall continue as though such foreclosure proceedings had not been brought or as though a deed or assignment in lieu of foreclosure had not been granted, and such new landlord shall recognize all of Tenant's rights under such Leases except as expressly provided otherwise in this Agreement. Tenant acknowledges and agrees that, from and after the date on which such new landlord becomes the owner of all or part of the Properties, for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered purposes of calculating the "Minimum Price" under the Leases with respect to such Properties, the date on which such new landlord becomes the owner shall be deemed to be the date of acquisition, the "equity" of such new landlord under clause (a) of the definition of "Minimum Price" shall be deemed to be the greater of (i) that portion of the aggregate Obligations under the Credit Agreement reasonably allocated to such Property by the Agent or superior lessor(ii) the purchase price paid for such Property at the foreclosure sale, such Property shall be deemed to be free of encumbrances as of such date and all further adjustments to the "Minimum Price" for such Property will be made from such initial "equity" amount.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days Business Days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous material modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such material modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If any Mortgagee shall succeed to the rights of Landlord under this Lease or to ownership of the Premises, whether through possession or foreclosure or the delivery of a deed to the Premises in lieu of foreclosure, then, except as otherwise provided in the applicable Subordination, Non-Disturbance and Attornment Agreement between Tenant and Mortgagee, and so long as Tenant is not in default under this Lease, such Mortgagee shall automatically be deemed to have recognized this Lease and to assume the obligations of Landlord hereunder accruing on and after the date such Mortgagee acquired title to the Premises, and Tenant shall attorn to and recognize such Mortgagee as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment (whether before or after the making of the Mortgage); provided, however, Mortgagee shall not be (a) liable for any previous act or omission of any prior landlord (including the Landlord); (b) subject to any credit, offset, claim, counterclaim, demand or defense which Tenant may have against any prior landlord (including the Landlord), (c) bound by any previous payment of more than one month’s Rent; (d) bound by any previous modification of the Lease or any consent to any assignment or sublet (made without Mortgagee's written consent); (e) bound by any covenant of Landlord to undertake or complete any construction of the Premises or any portion thereof, or (f) bound by or responsible for any security deposit, tax, insurance, or other prepaid or escrowed sums not actually received by Mortgagee. In the event of any other transfer of Landlord’s interest in hereunder, such transferee shall automatically be deemed to have recognized this Lease and to assume the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon obligations of Landlord hereunder accruing on and after the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu date of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may betransfer, Tenant shall attorn to and recognize the new owner or superior lessor such transferee as Tenant’s “landlord” landlord under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take promptly execute and deliver any instrument that such actions transferee and Landlord may reasonably request to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to evidence such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Interest, then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Party, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the Landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in with such party, as Landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor Landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent's rent in advance of its due date, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Party through or by reason of which such Facility Mortgagee (successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageethis Lease; or (iv) liable for any security deposit or other collateral (if any) deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor Landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorTenant.

Attornment. If Landlordany Holder or successor or assign of a Holder, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant might have against Landlord except for those offsets or defenses expressly set forth in the Lease; (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month’s installment of Rent; (iii) such successor landlord shall not be subject to any liability for any act or omission of or default by Landlord under this Lease except for any continuing obligations of Landlord (to the extent of such lender’s or successor’s interest in the Leased Property or any portion thereof or interest therein is soldProperty), conveyed or terminated upon the exercise and subject to expiration of any remedy cure periods provided for in any Facility Mortgage Documents to Landlord; (or in lieu of such exercise), or otherwise by operation of law: (aiv) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor such successor landlord as Tenant’s “landlord” landlord under this Master Lease provided that such party assumes Landlord’s obligations under this Lease in writing; (v) Tenant shall promptly execute and deliver any commercially reasonable instruments that may be necessary to evidence such attornment; (vi) upon such attornment, this Lease shall continue in effect as a direct lease (whether separately documented or enter into a new lease substantially in not) between such successor landlord and Tenant upon and subject to all of the form provisions of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after requestLease; and (bvii) Tenant shall be entitled to quiet enjoyment of the new owner or superior lessor shall Premises for so long as Tenant is not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any in default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorlessor in accordance with the terms and provisions set forth in the nondisturbance and attornment agreement previously delivered to the holder of such Facility Mortgage pursuant to Section 31.1, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) subject to the terms and provisions set forth in the nondisturbance and attornment agreement previously delivered to the holder of such Facility Mortgage pursuant to Section 31.1, the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such exercise)transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, or otherwise covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Transferee and the Transferee shall accept such attornment, whereupon, subject to the observance and performance by operation Tenant of lawall the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Transferee shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease with the same force and effect as if Transferee were the lessor under the Lease; provided, however, that Transferee shall not be: (a) at obligated to complete any construction work required to be done by Landlord pursuant to the request and option provisions of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorto reimburse Tenant for any construction work done by Tenant, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be liable (i) liable for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time of such amendment the Transferee succeeded to Landlord’s interest or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If Landlord’s interest Mortgagee hereby acknowledges and agrees that the liens granted herein are subject to the rights of certain lessees under the Leases as disclosed in the Leased Property or Credit Agreement and will be subject to the rights of lessees under any portion thereof or interest therein is soldLeases entered into by Mortgagor after the date hereof which are permitted as Permitted Real Estate Liens pursuant to the Credit Agreement, conveyed or terminated upon subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Mortgagee of any remedy of its rights hereunder, nor shall any such tenant be in any way deprived of its rights under the applicable Lease except in accordance with the terms of such Lease. In the event that Mortgagee succeeds to the interest of Mortgagor under a Lease, such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Mortgagee or pursuant to the judgment of any court in an action to enforce the remedies provided for in any Facility this Mortgage Documents (or in lieu shall be made subject to such Lease and the rights of such exercise)tenant expressly set forth thereunder. If Mortgagee succeeds to the interests of Mortgagor in and to the applicable leased premises or under such Lease or enters into possession of such leased premises, or otherwise by operation of law: (a) at the request Mortgagee, and option such tenants, shall be bound to each other under all of the new owner or superior lessorexpress terms, covenants and conditions of such Lease, as if the case may be, Tenant shall attorn to and recognize Mortgagee was originally the new owner or superior Mortgagor as lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthereunder.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) In the event of Master Lease Termination (as hereinafter defined) prior to the termination of the Sublease, at Landlord’s option, Subtenant agrees to attorn to Landlord and to recognize Landlord as Subtenant’s landlord under the Sublease, upon the terms and conditions and at the request rental rate specified in the Sublease, and option for the then remaining term of the new owner Sublease, except that Landlord shall not be bound by any provision of the Sublease which in any way increases Landlord’s duties, obligations or superior lessorliabilities to Subtenant beyond those owed to Tenant under the Master Lease. Subtenant agrees to execute and deliver at any time and from time to time, as upon request of Landlord, any instruments which may be necessary or appropriate to evidence such attornment. Landlord shall not (i) be liable to Subtenant for any act, omission or breach of the case may beSublease by Tenant, (ii) be subject to any offsets or defenses which Subtenant might have against Tenant, (iii) be bound by any rent or additional rent which Subtenant might have paid in advance to Tenant, (iv) be bound to honor any rights of Subtenant in any security deposit made with Tenant except to the extent Tenant has turned over such security deposit to Landlord, (v) be obligated in any manner with respect to the transfer, delivery, use or condition of any furniture, equipment or other personal property in the Sublease Premises which Tenant agreed would be transferred to Subtenant or which Tenant agreed could be used by the Subtenant during the term of the Sublease or (vi) be liable for the payment of any improvement allowance or to otherwise modify the Sublease Premises. Tenant hereby agrees that in the event of Master Lease Termination, Tenant shall immediately pay or transfer to Landlord any security deposit, rent or other sums then held by Tenant. Landlord shall have the right, in Landlord’s sole discretion, to elect not to have Subtenant attorn to and recognize Landlord and, in this event, the new owner or superior lessor as Tenant’s “landlord” under this Sublease shall be deemed terminated on the date of Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorTermination and, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (no obligation to permit Subtenant to continue to occupy the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorPremises.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: affected thereby (a) at the request and option of the new owner or superior lessortransferee of the Property (the "Transferee") if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorTransferee shall accept such attornment, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) liable for Landlord's failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord's interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender's prior written consent prior to the time of such amendment the Transferee succeeded to Landlord's interest or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord's interest other than if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If the Lease or Sublandlord’s right to possession thereunder terminates for any reason prior to expiration of the Sublease, Subtenant agrees, at the written election of Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated to attorn to Landlord upon the exercise then executory terms and conditions of the Sublease for the remainder of the term of the Sublease. In the event of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)election by Landlord, or otherwise by operation of law: Landlord will not be (a) at the request and option of the new owner liable for any rent paid by Subtenant to Sublandlord more than one month in advance, or superior lessorany security deposit paid by Subtenant to Sublandlord, as the case may be, Tenant shall attorn unless same has been transferred to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after requestLandlord by Sublandlord; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord Sublandlord under this Master Lease occurring the Lease, Sublease or any other agreement between Sublandlord and Subtenant or for any default of Sublandlord under any such documents which occurred prior to such sale, conveyance or terminationthe effective date of the attornment; (iic) subject to any offset, abatement defenses or reduction of rent because of any default of Landlord under this Master Lease occurring offsets that Subtenant may have against Sublandlord which arose prior to such sale, conveyance or terminationthe effective date of the attornment; (iiid) bound by any previous modification changes or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (modifications made to the extent such approval was required at Sublease without the time written consent of such amendment Landlord, (e) obligated in any manner with respect to the transfer, delivery, use or modification condition of any furniture, equipment or prepayment under other personal property in the terms Sublet Premises which Sublandord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the Subtenant during the term of the applicable Facility Mortgage Documents) orSublease, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivf) liable for the payment of any security deposit improvement allowance, or any other collateral deposited payment, credit, offset or delivered amount due from Sublandlord to Subtenant under the Sublease. If Landlord does not elect to have Subtenant attorn to Landlord pursuant as described above, the Sublease and all rights of Subtenant in the Sublet Premises shall terminate upon the date of termination of the Lease or Sublandlord’s right to possession thereunder. The terms of this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSection 9 supercede any contrary provisions in the Sublease.

Attornment. If Landlord’s interest in the Leased Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any portion thereof statute or interest therein is sold, conveyed rule of law which gives Tenant any right to terminate this Lease or terminated surrender possession of the Premises upon the exercise transfer of any remedy provided for Landlord’s interest. Upon such attornment, this Lease shall continue in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at full force and effect as a direct lease between the request mortgagee and option Tenant upon all of the new owner or superior lessorterms, conditions and covenants as are set forth in this Lease, except that the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor mortgagee shall not be (i) liable in any way to Tenant for any act or omission omission, neglect or default on the part of Landlord under this Master Lease occurring prior (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such salesuccession), conveyance or termination; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any offsetcounterclaim or setoff which theretofore accrued to Tenant against Landlord, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iiiiv) bound by any previous amendment or modification of this Lease subsequent to such mortgage, or amendment to this Master Lease or by any previous prepayment of Rent for more than one (1) month’s rent, unless such modification, amendment or prepayment shall have been which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such Facility Mortgagee person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent such approval was required the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the time rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such amendment acquisition, to either (X) terminate this Lease, or modification or prepayment under (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable Facility Mortgage Documents) or, provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the case of such prepayment, such prepayment of rent has actually been delivered time period(s) required above shall be deemed to such new owner be an election pursuant to the clause (II) or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice (Y) of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorimmediately preceding sentence, as applicable.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein Premises is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)Mortgage, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beowner’s option, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorowner, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; , (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; , (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility the Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either casesuccessor lessor, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior successor lessor.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageelessor; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If It is further agreed that (a) if any Mortgage shall be foreclosed, or if any Ground Lease be terminated, (i) the liability of the Mortgagee or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease shall exist only so long as such Mortgagee, purchaser or owner is the owner of the Building or the land on which the Building is located, and such liability shall not continue or survive after further transfer of ownership; and (ii) upon request of the Mortgagee, if the Mortgage shall be foreclosed, Tenant will attorn, as Tenant under this Lease, to the purchaser at any foreclosure sale under any Mortgage or upon request of the Ground Lessor, if any Ground Lease shall be terminated, Tenant will attorn as Tenant under this Lease to the Ground Lessor, and Tenant will execute such instruments as may be necessary or appropriate to evidence such attornment; (b) this Lease may not be modified or amended so as to reduce the Rent or shorten the Term provided hereunder, or so as to adversely affect in any other respect to any material extent the rights of Landlord or its successor, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the First Mortgagee; and (c) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, that may give or purport to give Tenant any right to terminate or otherwise adversely affect Landlord’s interest in this Lease or reduce or limit the Leased Property obligations of Tenant hereunder in the event of the prosecution or completion of any such foreclosure proceeding. No Mortgagee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) purchaser at the request and option of the new owner or superior lessor, as the case may be, Tenant a foreclosure sale shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring which occurred prior to such salesale or conveyance, conveyance or termination; (ii) subject nor shall Tenant be entitled to any offset, abatement offset against or reduction of rent because deduction from Rent due after such date by reason of any default act or omission of Landlord under this Master Lease occurring prior to such saledate. Further, conveyance or termination; (iii) Tenant agrees that no Mortgagee shall be bound by any previous modification or amendment to this Master Lease or any previous the prepayment of more than one month’s rent, unless Rent made in excess of thirty (30) days before the date on which such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorpayment is due.

Attornment. If Except as hereinafter provided in this Section 20.2, Tenant shall and hereby agrees to attorn, and be bound under all of the terms, provisions, covenants and conditions of this Agreement, to any Successor Landlord under this Agreement for the balance of the Term of this Agreement remaining at the time of the succession of such interest to such Successor Landlord’s interest . In particular, in the Leased Property or event that any portion thereof or interest therein is sold, conveyed or terminated upon proceedings are brought for the exercise foreclosure of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beHotel Mortgage, Tenant shall attorn to the purchaser at any such foreclosure sale and recognize the new owner or superior lessor such purchaser as Tenant’s “landlord” a Successor Landlord under this Master Lease or enter into Agreement. Tenant agrees that neither the purchaser at any such foreclosure sale nor the foreclosing Mortgagee (other than a new lease substantially in the form Mortgagee that is an Affiliate of this Master Lease with the new owner or superior lessor, and Tenant Landlord) shall take such actions to confirm the foregoing within ten (10a) days after request; and (b) the new owner or superior lessor shall not be (i) liable have any liability for any act or omission of Landlord under this Master Lease occurring or arising prior to the earlier of the date of the foreclosure sale or the date such saleMortgagee takes possession of the Leased Property, conveyance (b) be responsible for any monies owing by or termination; on deposit with any prior Landlord to the credit of Tenant (iiexcept to the extent actually paid or delivered to the Successor Landlord), (c) be subject to any offsetcounterclaim, abatement offsets or reduction of rent because of any default of defenses which Tenant may have as a claim against Landlord under this Master Lease occurring or arising prior to such salethe earlier of the date of the foreclosure sale or the date Mortgagee takes possession of the Leased Property, conveyance or termination; (iiid) be bound by any previous modification or amendment advance rents which may have been paid by Tenant to this Master Lease or any previous prepayment of Landlord for more than one month’s rentthe current period in which such rents come due; provided, unless such modificationhowever, amendment or prepayment that notwithstanding the provisions of Section 14.3 hereof, the Landlord shall have been approved be personally liable and responsible to Tenant for the matters set forth in writing by such Facility Mortgagee (a) through (d) above to the extent such approval was required purchaser at any foreclosure sale or the time foreclosing Mortgagee is not liable or responsible for, bound by, or subject to any such matters as provided in this sentence. The Tenant's obligation and agreement to attorn to a Successor Landlord as provided herein shall exist so long as such Successor Landlord (w) recognizes Tenant's rights under this Agreement, (x) is not a Person which is an Affiliated Person of such amendment Tenant, (y) is not a Person or modification an Affiliated Person of a Person which owns or prepayment under has an equity interest in a hotel brand, trade name, system or chain which is comprised of at least twenty (20) hotels and (z) shall have sufficient financial resources to fulfill Landlord's obligations hereunder. Provided, however, a Person that owns and has an equity interest in a hotel brand, trade name, system or chain merely as a franchisee or a mere passive investor that has no control or influence over the terms business of the applicable Facility Mortgage Documents) or, in the case of such prepaymentbrand at issue, such prepayment as a mere limited partner in a partnership, a mere shareholder in a corporation or a mere payee of rent has actually been delivered royalties based on a prior sale transaction, may be a Successor Landlord. In the event Tenant is not required to attorn to a Successor Landlord as provided herein, Tenant may terminate this Agreement and pursue damages against such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSuccessor Landlord.

Attornment. If Landlord’s interest in Lender and Tenant agree that, subject to Section 2 above, upon the Leased conveyance of the Property to Lender or any portion thereof other transferee (the "Transferee") by reason of the foreclosure of the Security Instrument or interest therein is sold, conveyed the acceptance of a deed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: (a) at affected thereby but shall continue in full force and effect as a direct lease between the request Transferee and option Tenant upon all of the new owner or superior lessorterms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner Transferee shall accept such attornment; provided, however, that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in condemnation awards and the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant other than with respect to the Tenant Improvement Allowance (as defined in the Lease), to the extent that such allowance, or portion thereof, remains unpaid after the date upon which the Transferee became the owner of the Property, which Tenant agrees that it shall receive all portions of monies in connection with any such allowance as a credit against the Basic Rental (as defined in the Lease) and the Lender shall not be required to pay any monies out-of-pocket to the Tenant, (b) liable (i) liable for Landlord's failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (Provided, however, the foregoing Sections 3(b)(i) and 3(b)(ii) shall not limit (except for matters subject to Sections 3(a) and Sections 3(d) herein) either Tenant’s rights to claims against Lender because of events occurring after the date of attornment, or Lender’s obligations to correct any conditions that existed as of the date of attornment and that violate Lender’s obligations as Landlord under this Master the Lease), (c) required to make any repairs to the Property or to the premises demised under the Lease occurring prior required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such salerepairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, conveyance (d) required to make any capital improvements to the Property or termination; to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (iie) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, except for the abatement of Basic Rental (as defined in the Lease) provided for in Sections 1(g), 8.5, 11.1 and 43 of the Lease, if any, and Tenant’s right to apply unused portions of the Tenant Improvement Allowance (as defined in the Lease) as a credit against payments of Basic Rental (as defined in the Lease), in both instances only as applicable to periods following the date upon which the Transferee shall become owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent time the Transferee succeeded to Landlord's interest, except for any portion of the Tenant Improvement Allowance (as defined in the Lease), if any, which remains unpaid but is owed to Tenant as of the date upon which the Transferee shall become owner of the Property, which Tenant agrees that it shall receive all portions of monies in connection with such approval was allowance as a credit against the Basic Rental (as defined in the Lease) and the Lender shall not be required at to pay any monies out-of-pocket to the time of such amendment Tenant, (i) bound by any agreement materially amending or modification or prepayment under modifying the economic terms of the applicable Facility Mortgage Documents) or, Lease or terminating the Lease (except a termination as specifically set forth in the case of such prepaymentLease) made without the Lender's prior written consent prior to the time the Transferee succeeded to Landlord's interest, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice (j) bound by any assignment of the Facility Mortgage and the identity and address Lease or sublease of the Facility Mortgagee; Property, or (iv) liable for any security deposit or portion thereof, made prior to the time the Transferee succeeded to Landlord's interest other collateral deposited or delivered to Landlord than if permitted pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthe provisions of the Lease.

Attornment. If Landlord’s interest in the Leased Property Lender or any portion thereof other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or interest therein is sold, conveyed the acceptance of a deed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such exerciseother purchaser being hereinafter referred as "Purchaser"), or otherwise by operation of law: (a) and the conditions set forth in Section 2 above have been met at the request and option time Purchaser becomes owner of the new owner Property, the Lease shall not be terminated or superior lessoraffected thereby but shall continue in full force and effect as a direct Lease between Purchaser and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to Purchaser and recognize Purchaser by virtue of such acquisition of the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorProperty shall be deemed to have agreed to accept such attornment, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor provided, however, that Purchaser shall not be (ia) liable for the failure of any act or omission prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a "Prior Landlord") to perform any of Landlord its obligations under this Master the Lease occurring prior except that Lender shall be liable for such failure only from and after the date on which Lender so succeeds to the interest of such salePrior Landlord, conveyance or termination; provided that the foregoing shall not limit Purchaser's obligations under the Lease to correct any conditions that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser's obligations as landlord under the Lease; provided further however, that Purchaser shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsetoffsets, abatement defenses, abatements or reduction counterclaims which shall have accrued in favor of rent because of Tenant against any default of Prior Landlord under this Master Lease occurring prior to the date upon which Purchaser shall become the owner of the Property except for offsets expressly provided for in the Lease arising from Landlord defaults under the Lease with respect to which Tenant has notified Purchaser (such salenotice to set forth a quantification of the potential offset amount to the extent possible), conveyance (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, or termination; (iiid) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any Prior Landlord unless (i) such modification, amendment sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee (to Purchaser. In the extent such approval was required at the time event that any liability of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord Purchaser does arise pursuant to this Master Lease unless Agreement, such security deposit or other collateral has actually been delivered liability shall be limited and restricted to Purchaser's interest in the Property and shall in no event exceed such new owner or superior lessorinterest.

Attornment. If the Lease or Sublandlord’s right to possession thereunder terminates for any reason prior to expiration of the Sublease, Subtenant agrees, at the written election of Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated to attorn to Landlord upon the exercise then executory terms and conditions of the Sublease for the remainder of the term of the Sublease. In the event of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)election by Landlord, or otherwise by operation of law: Landlord will not be (a) at the request and option of the new owner liable for any rent paid by Subtenant to Sublandlord more than one month in advance, or superior lessorany security deposit paid by Subtenant to Sublandlord, as the case may be, Tenant shall attorn unless same has been transferred to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after requestLandlord by Sublandlord; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord Sublandlord under this Master Lease occurring the Lease, Sublease or any other agreement between Sublandlord and Subtenant or for any default of Sublandlord under any such documents which occurred prior to such sale, conveyance or terminationthe effective date of the attornment; (iic) subject to any offset, abatement defenses or reduction of rent because of any default of Landlord under this Master Lease occurring offsets that Subtenant may have against Sublandlord which arose prior to such sale, conveyance or terminationthe effective date of the attornment; (iiid) bound by any previous modification changes or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (modifications made to the extent such approval was required at Sublease without the time written consent of such amendment Landlord, (e) obligated in any manner with respect to the transfer, delivery, use or modification condition of any furniture, equipment or prepayment under other personal property in the terms Sublet Premises which Sublandlord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the Subtenant during the term of the applicable Facility Mortgage Documents) orSublease, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivf) liable for the payment of any security deposit improvement allowance, or any other collateral deposited payment, credit, offset or delivered amount due from Sublandlord to Subtenant under the Sublease. If Landlord does not elect to have Subtenant attorn to Landlord pursuant as described above, the Sublease and all rights of Subtenant in the Sublet Premises shall terminate upon the date of termination of the Lease or Sublandlord’s right to possession thereunder. The terms of this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSection 9 supercede any contrary provisions in the Sublease.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of Prior Landlord under the Lease, unless continuing, which have accrued prior to the date on which Purchaser shall become the owner of the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest. In the event that any liability of Purchaser does arise pursuant to this Agreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for and shall in any Facility Mortgage Documents (or in lieu of no event exceed such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorinterest.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: affected thereby (a) at the request and option of the new owner or superior lessortransferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner Transferee shall accept such attornment, provided, however, that the provisions of the Mortgage and the Loan Agreement shall govern with respect to the disposition of any casualty insurance proceeds or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in condemnation awards and the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) liable for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord’s interest, [(i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time of such amendment the Transferee succeeded to Landlord’s interest — INSERT THIS PROVISION ONLY IF THE CONSENT OF LENDER IS REQUIRED UNDER THE LOAN DOCUMENTS] or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If Landlord’s interest Each Lease Modification and New Lease entered into from and after the date hereof (unless a Non-Disturbance Agreement is entered into by Lender and such Tenant with respect to such Lease) shall provide that in the Leased Property event of Lender's (or any portion thereof other Person's who succeeds to the interest of Lender as a result of such enforcement) obtaining ownership or interest therein is sold, conveyed or terminated upon possession of the Property through the exercise of Lender's remedies hereunder or any remedy provided for in any Facility Mortgage Documents (or transfer in lieu thereof, the Tenant under such Lease shall, at the option of Lender or of such exercise)Person, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to Lender or to such Person and shall recognize the new owner Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such successor in the form of this Master interest as lessor under such Lease with without change in the new owner provisions thereof; provided, however, Lender or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be liable for or bound by (i) liable for any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment (unless otherwise consented to by Lender in its sole discretion or as otherwise permitted hereby), (ii) any act or omission of Landlord or default by Borrower under this Master any such Lease occurring prior to (but the Lender, or such salesuccessor, conveyance or termination; (ii) shall be subject to any offset, abatement or reduction the continuing obligations of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (the landlord to the extent such approval was required at act, omission or default continues after such succession to the time extent of Lender's, or such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) orsuccessor's, interest in the case of such prepaymentProperty), such prepayment of rent has actually been delivered to such new owner (iii) any credits, claims, setoffs or superior lessor or in either casedefenses which any Tenant may have against Borrower, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered obligation under such Lease to Landlord maintain a fitness facility at the Property, (v) any obligation on Borrower's part, pursuant to this Master Lease unless such security deposit Lease, to perform any tenant improvement work or other collateral has actually been delivered (vi) any obligation on Borrower's part, pursuant to such new owner Lease, to pay any sum of money to any Tenant. Each such New Lease shall also provide that, upon the reasonable request by Lender or superior lessorsuch successor in interest, the Tenant shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, any Lease Modification, in lieu of providing the foregoing, may contain a confirmation by the Tenant that any Non-Disturbance Agreement previously entered into by Lender and such Tenant with respect to the Lease being so modified shall remain in full force and effect.

Attornment. If Landlord’s In the event of the enforcement by the holder of any Mortgage, Tenant will, upon request of any person or party succeeding to the interest of said holder, as a result of such enforcement, automatically become the Tenant of such successor in interest without change in the Leased Property terms or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form provisions of this Master Lease with the new owner or superior lessorLease; provided, and Tenant shall take however, that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be (ia) bound by any prepayment by Tenant to Landlord of Base Rent or additional rent or advance rent for a period of more than one month in advance, and all such rent shall remain due and owing notwithstanding such advance payment, (b) bound by any security deposit which Tenant may have paid to any prior Landlord, including Landlord, unless such deposit is available to the party who was the holder of such Mortgage at the time of such enforcement; (c) liable for any act or omission of Landlord under this Master Lease occurring any prior to such saleLandlord, conveyance including Landlord, or termination; (ii) be subject to any offsetoffsets, abatement defenses or reduction termination rights of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationTenant; (iiid) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved modification of this Lease made without the written consent of such holder; or (e) personally liable for monetary damages arising from a breach under the Lease after such enforcement, the sole recourse of Tenant against such successor in writing by interest on account of such Facility Mortgagee (breach being limited, to the extent of any judgment obtained for monetary damages, to such approval was required at successor in interest’s interest in the time of Property. Upon request by such amendment successor in interest, Tenant shall execute and deliver an instrument or modification or prepayment under instruments confirming the terms of attornment herein provided for in a form reasonably acceptable to such successor in interest. Notwithstanding anything contained in this Lease to the applicable Facility Mortgage Documents) orcontrary, in the case event of any default by Landlord in performing its covenants or obligations hereunder which would give Tenant the right to terminate this Lease, Tenant shall not exercise such right unless and until (i) Tenant gives written notice of such prepaymentdefault, which notice shall specify the exact nature of said default and how the same may be cured, to any holder(s) of any such prepayment Mortgage who has theretofore notified Tenant in writing of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage its interest and the identity address to which notices are to be sent, and address (ii) said holder(s) fail to undertake action to cure said default within forty-five (45) days from the giving of such notice by Tenant. The provisions of this Section 20 shall govern the Facility Mortgagee; or (iv) liable for manner and effective date of any security deposit or other collateral deposited or delivered notice to Landlord pursuant be given by Tenant to this Master Lease unless any such security deposit or other collateral has actually been delivered to such new owner or superior lessorparties.

Attornment. If the interest of Landlord is transferred to any person (a “Successor Landlord’s interest in ”) by reason of the Leased Property termination or any portion thereof foreclosure, or interest therein is soldproceedings for enforcement, conveyed of an Encumbrance, or terminated upon the exercise by delivery of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exercise)foreclosure or proceedings, or otherwise by operation of law: (a) Tenant shall, upon demand and at the request election of Successor Landlord, attorn to the Successor Landlord. Upon attornment this Lease shall continue in full force and option effect as a direct lease between the Successor Landlord and Tenant, upon all of the new owner or superior lessorsame terms, conditions and covenants as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under stated in this Master Lease or enter into except that a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor Landlord shall not be (ia) liable for any previous act or omission or negligence of Landlord under this Master Lease occurring prior to such saleLease, conveyance or termination; (iib) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under offset not expressly provided for in this Master Lease occurring prior and asserted with reasonable promptness, which therefore shall have accrued to such saleTenant against Landlord, conveyance or termination; (iiic) bound by any an previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent, unless such modification, amendment modification or prepayment shall have been approved in writing by such Facility Mortgagee (the holder of any Encumbrance through or by reason of which the Successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; this Lease or (ivd) liable for obligated to perform any security deposit repairs or other collateral deposited or delivered work beyond Landlord’s obligations under this Lease. Tenant agrees, upon request by and without cost to the Successor Landlord, to promptly execute and deliver to the Successor Landlord pursuant such instrument(s) as may be reasonably required by Successor Landlord to this Master Lease unless evidence such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest the interests of Lessor under this ---------- Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in with such party, as landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageethis Lease; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Interest, then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Party, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner or superior lessor as terms, covenants and conditions of this Lease on Tenant’s “landlord” under part to be performed with the same force and effect as if such party were the Landlord originally named in this Master Lease Lease, or (y) enter into a new lease substantially in with such party, as Landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor Landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rentrent in advance of its due date, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Party through or by reason of which such Facility Mortgagee (successor Landlord shall have succeeded to the extent rights of Landlord under this Lease; or (iii) liable for any security (if any) deposited pursuant to this Lease unless such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent security has actually been delivered to such new owner successor Landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorTenant.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: affected thereby (a) at the request and option of the new owner or superior lessortransferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner Transferee shall accept such attornment, provided, however, that the provisions of the Mortgage and the Loan Agreement shall govern with respect to the disposition of any casualty insurance proceeds or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in condemnation awards and the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) liable for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have seemed to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time of such amendment the Transferee succeeded to Landlord’s interest or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord’s interest other that if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If LandlordIn the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s interest in option, attorn to Prime Sublandlord pursuant to the Leased Property then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any portion thereof counterclaim, defense or interest therein is sold, conveyed or terminated upon the exercise of any remedy offset not expressly provided for in any Facility Mortgage Documents (or in lieu of such exercise)this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or amendment to this Master Lease or by any previous prepayment of more than one month’s rentFixed Rent and Additional Rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any security deposit present or other collateral deposited future laws or delivered otherwise to Landlord elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSub-Sublease.

Attornment. If Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord in respect of the land and the buildings governed by this Lease upon any foreclosure of any Mortgage upon such land or buildings or upon the execution of any deed in lieu of foreclosure in respect to such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the terms of this Lease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self-operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in the Leased Property or any portion this Lease and giving written notice thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beto Tenant. If requested, Tenant shall attorn to execute and recognize the new owner deliver an instrument or superior lessor instruments confirming its attornment as Tenant’s “landlord” under this Master Lease provided for herein; provided, however, that no such Mortgagee or enter into a new lease substantially successor- in-interest shall be bound by any payment of Base Rent for more than one (1) month in the form advance, or any amendment or modification of this Master Lease with made without the new owner or superior lessor, and Tenant shall take express written consent of such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be (i) liable for for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Master Lease occurring prior to such saleLease, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because nor for the return of any default sums which Tenant may have paid to Landlord under this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Landlord to Mortgagee. If Mortgagee, by succeeding to the interest of Landlord under this Master Lease occurring prior Lease, should become obligated to perform the covenants of Landlord hereunder, then, upon, any further transfer of Landlord’s interest by Mortgagee, all such sale, conveyance or termination; (iii) bound by any previous modification or amendment obligations shall terminate as to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s any proceedings are brought for the foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure of, or in the event of exercise of the power of sale under, any mortgage made by Landlord covering the Premises, or if Landlord sells, conveys or otherwise transfers its interest in the Leased Property or any an portion thereof or interest therein is soldcontaining the Premises, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of the event the lessor under any ground or superior lease shall succeed to Landlord’s interests under this Lease, this Lease shall remain in full force and effect and Tenant hereby attorns to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner whereby Tenant attorns to such exercise)successor in interest and recognizes such successor as the Landlord under this Lease. Upon such attornment, this Lease shall continue in full force and effect as, or otherwise by operation as if it were, a direct lease between the successor landlord and Tenant upon all of lawterms and conditions and covenants as are set forth in this Lease, except that the successor landlord shall not: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any previous act or omission omissions of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iib) be subject to any offsetoffset not provided for in this Lease, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior which shall have theretofore accrued to such sale, conveyance or terminationTenant against Landlord; and (iiic) be bound by any previous modification of this Lease not provided for in this Lease, or amendment to this Master Lease or by any previous prepayment of more than one month’s rentBase Rent, unless such modification, amendment modification or prepayment shall have been approved in writing by the lessor of such Facility Mortgagee (superior lease or the holder of such mortgage through or by reason of which the successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If a Lender or a ground lessor enforces its remedies provided by law or under the pertinent Security Instrument and succeeds to Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldPremises (a “Successor-in-Interest”), conveyed or terminated Tenant shall, upon the exercise request of any remedy provided for in any Facility Mortgage Documents (or in lieu Successor-in-Interest, automatically become the tenant of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially said Successor-in-Interest without change in the form terms or other provisions of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Lease. The Successor-in-Interest shall not be (i1) bound by any payment of Rent for more than thirty (30) days in advance; (ii) bound by any modification or amendment of this Lease to shorten the term or decrease the Base Rent or otherwise materially changes the terms of this Lease without the consent of the Lender or ground lessor; (iii) liable for any act or omission of Landlord under this Master Lease occurring prior or any previous landlord, except to the extent the same constitutes a continuing event of default after such sale, conveyance or terminationparty succeeds to Landlord’s interest; (iiiv) bound by any obligation of Landlord under the Lease that is not reasonably susceptible to performance by the Successor-in-Interest; (v) subject to any offset, abatement defense, recoupment or reduction of rent because of any default of counterclaim that Tenant may have as against Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment landlord (other than with respect to a breach of more than one monthLandlord’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment obligations under the terms of Lease that continues to exist after the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered Successor-in-Interest succeeds to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeLandlord’s interest); or (ivvi) liable for any security deposit or other collateral deposited or delivered with the exception of prepaid rent that Tenant may have made with respect to Landlord pursuant or previous landlord that has not been transferred to this Master Lease unless the Successor-in-Interest (collectively, the “Lender Carve Outs”). Within ten business (10) days after Notice of a request by Successor-in-Interest, Tenant shall deliver an executed attornment agreement in a form required by such security deposit or other collateral has actually been delivered to such new owner or superior lessorSuccessor-in-Interest (including non-disturbance provisions), so long as the same do not materially change the rights and duties of the parties hereunder, except insofar as any of the Lender Carve Outs apply.

Attornment. If Landlord’s interest in the Leased Property any Fee Mortgagee, or any portion thereof of its successors or interest therein is soldassigns, conveyed or terminated upon the exercise any other person claiming by or through any such Fee Mortgagee or by or through any foreclosure proceeding of any remedy provided for in any Facility Mortgage Documents (such Fee Mortgagee shall succeed to the rights of Landlord under this Lease, such Fee Mortgagee or in lieu other person shall accept this Lease and recognize Tenant as the holder of such exercise), or otherwise by operation of law: (a) at the request and option all of the new owner or superior lessorrights of Tenant hereunder, as the case may be, and Tenant shall attorn to and recognize the new owner or superior lessor such successor as Tenant’s “landlord” 's landlord under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorLease, and such successor and Tenant shall take promptly execute and deliver at any time any instrument that may be reasonably necessary to evidence such actions acceptance and attornment. In addition, any Fee Mortgage shall provide that in the event that the Fee Mortgagee thereunder shall succeed to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission rights of Landlord under this Master Lease occurring pursuant to foreclosure, deed in lieu of foreclosure or other proceedings, such Fee Mortgagee shall recognize all Tenancy Agreements which were in effect immediately prior to such saleforeclosure or other proceedings pursuant to their terms, conveyance or termination; (ii) including any covenant of quiet enjoyment contained in such Tenancy Agreements, so long as the particular Resident is not in default beyond any applicable cure period set forth in its Tenancy Agreements. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between Tenant and such successor Landlord, upon and subject to any offsetall of the then executory terms, abatement or reduction covenants and conditions of rent because this Lease. The provisions of this Section 7.01(b) shall be self-operative and no instrument of any default such attornment shall be required or needed by the holders of Landlord under this Master Lease occurring prior to any such saleFee Mortgage. In confirmation of any such attornment, conveyance Tenant shall, at Landlord's request or termination; (iii) bound at the request of any such Fee Mortgagee, promptly execute and deliver such further instruments as may be reasonably required by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Fee Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s interest In the event any proceedings are brought for foreclosure, or in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise of the power of sale under any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise made by operation of law: (a) at the request and option of Landlord covering the new owner or superior lessor, as the case may bePremises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as the new owner or superior lessor as Tenant’s “landlord” landlord under this Master Lease or enter Lease. Tenant hereby agrees that, provided Landlord and any such Landlord’s Mortgagee had both previously executed and delivered written notice to Tenant that Landlord and such Landlord’s Mortgagee have entered into a new lease substantially in Mortgage relating to the form of this Master Lease with the new owner Project, then such Mortgagee or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor its successor shall not be (ia) bound by any payment of Base Rent or Additional Rent for more than one (1) month in advance, except to the extent such advance payment is expressly required under this Lease or has actually been transferred to such mortgagee or its successor, (b) except for those matters under which Tenant has an express right provided to Tenant under this Lease, bound by any amendment or modification of this Lease made without the consent of Landlord’s mortgagee or its successor, (c) liable for any breach, act or omission of Landlord any prior landlord unless prior to the date of transfer of Landlord’s interest in this Lease to such mortgagee or successor, (i) Tenant shall have delivered notice to Landlord’s Mortgagee of such default and the time to cure such default has passed, or (ii) such default is of a continuing nature (such as repair and maintenance obligations) and continues after the date of the transfer of the landlord’s interest under this Master Lease occurring prior to such saleLease, conveyance or termination; (iid) subject to any offset, abatement claim of offset or reduction of rent because of defenses that Tenant may have against any default of Landlord under this Master Lease occurring prior landlord (except with respect to such sale, conveyance payment or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms nonpayment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorAllowance).

Attornment. If Landlord’s interest in Upon the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise written request of any remedy provided for in any Facility Mortgage Documents (person or in lieu of such exercise), or otherwise by operation of law: (a) at party succeeding to the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission interest of Landlord under this Master Lease occurring prior Lease, Tenant shall automatically become the tenant of and attorn to such salesuccessor in interest without any change in any of the terms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, conveyance except payments of security for the performance by Tenant of Tenant’s obligations under this Lease, or termination; (iib) subject to any offset, abatement defense or reduction damages arising out of rent because a default or any obligations of any preceding Landlord. Neither Landlord’s Mortgagee nor its successor in interest shall be bound by any amendment of this Lease entered into after Tenant has been given written notice of the name and address of Landlord’s Mortgagee and without the written consent of Landlord’s Mortgagee or such successor in interest, not to be unreasonably withheld or delayed. Any transferee or successor-in-interest shall not be liable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit except for deposits actually paid to the successor or transferee. Tenant agrees to give written notice of any default by Landlord to the holder of any Mortgage. Tenant further agrees that, before it exercises any rights or remedies under the Lease, other than Rent abatement as expressly provided herein, the holder of any Mortgage or other successor-in-interest shall have the right, but not the obligation, to cure the default within the same time, if any, given to Landlord to cure the default, plus an additional thirty (30) days. The subordination, attornment and mortgagee protection clauses of this Section 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments substantially in the form of Exhibit H hereto to confirm the same. Tenant shall from time to time, if so requested by Landlord and if doing so will not materially and adversely affect Tenant’s economic interests under this Master Lease, join with Landlord in amending this Lease occurring prior so as to such sale, conveyance meet the needs or termination; (iii) bound requirements of any lender that is considering making or that has made a loan secured by any previous modification or amendment to this Master Lease all or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms portion of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorComplex.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.. 31.3

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: affected thereby (a) at the request and option of the new owner or superior lessortransferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in Transferee shall accept such attornment, provided, however, that the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) liable (i) liable for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (b) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs, (iic) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (d) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiie) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (f) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord’s interest, (g) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered Transferee succeeded to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLandlord’s interest.

Attornment. If Landlord’s interest in the Leased Property any Fee Mortgagee, or any portion thereof of its successors or interest therein is soldassigns, conveyed or terminated upon the exercise any other person claiming by or through any such Fee Mortgagee or by or through any foreclosure proceeding of any remedy provided for in any Facility Mortgage Documents (such Fee Mortgagee shall succeed to the rights of Landlord under this Lease, such Fee Mortgagee or in lieu other person shall accept this Lease and recognize Tenant as the holder of such exercise), or otherwise by operation of law: (a) at the request and option all of the new owner or superior lessorrights of Tenant hereunder, as the case may be, and Tenant shall attorn to and recognize the new owner or superior lessor such successor as Tenant’s “landlord” 's landlord under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorLease, and such successor and Tenant shall take promptly execute and deliver at any time any instrument that may be reasonably necessary to evidence such actions acceptance and attornment. In addition, any Fee Mortgage shall provide that in the event that the Fee Mortgagee thereunder shall succeed to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission rights of Landlord under this Master Lease occurring pursuant to foreclosure, deed in lieu of foreclosure or other proceedings, such Fee Mortgagee shall recognize all Subleases which were in effect immediately prior to such saleforeclosure or other proceedings pursuant to their terms, conveyance or termination; (ii) including any covenant of quiet enjoyment contained in such Subleases, so long as the particular Subtenant is not in default beyond any applicable cure period set forth in its Sublease. Upon such attornment this Lease shall continue in full force and effect as a direct lease between Tenant and such successor Landlord, upon and subject to any offsetall of the then executory terms, abatement or reduction covenants and conditions of rent because this Lease. The provisions of this Section 14.2 shall be self- operative and no instrument of any default such attornment shall be required or needed by the holders of Landlord under this Master Lease occurring prior to any such saleFee Mortgage. In confirmation of any such attornment, conveyance Tenant shall, at Landlord's request or termination; (iii) bound at the request of any such Fee Mortgagee, promptly execute and deliver such further instruments as may be reasonably required by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Fee Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s interest in In the Leased Property event that Lxxxxx acquires or any portion thereof or interest therein is soldsucceeds to the interests of Landlord under the Lease by reason of a foreclosure, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in deed-in-lieu of such exercise), foreclosure or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorcollectively, as the case may bea "Foreclosure"), Tenant shall attorn be bound to Lender under all of the terms, covenants and recognize conditions of the new owner or superior lessor Lease, except as Tenant’s “landlord” under provided in this Master Lease or enter into a new lease substantially in Agreement, for the form balance of this Master Lease the term thereof remaining, with the new owner or superior lessor, same force and effect as if Lender were Landlord. Tenant shall take hereby agrees in such actions event to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) attorn to Lender as its landlord on such terms, (ii) affirm its obligations under the Lease, and (iii) make payments of all sums thereafter becoming due under the Lease to Lender. Said attornment, affirmation and agreement is to be effective and self-operative without the execution of any further instruments upon Lxxxxx succeeding to the interests of Landlord under the Lease. Txxxxx agrees to execute and deliver at any time and from time to time, upon the request of Landlord or Lender, any instrument or certificate deemed to be necessary or appropriate to evidence such attornment. If any act or omission of Landlord would give Tenant the right, immediately or after the lapse of a period of time, to cancel or terminate the Lease or axxxx the rent payable thereunder or to claim a partial or total eviction, Tenant shall not exercise such right until (i) it has given written notice of such act or omission to Landlord and Lender, (ii) Landlord fails to remedy such act or omission within the applicable time period stated in the Lease for effecting such remedy and (iii) a reasonable period for remedying such act or omission shall have elapsed following the failure of Landlord to effect such remedy and following the time when Lender shall have become entitled under the Security Instrument to remedy the same (which reasonable period shall in no event be less than the period to which Landlord is entitled under the Lease or otherwise, after similar notice, to effect such remedy, plus two additional weeks). In the case of an act or omission which Lender undertakes to remedy but which cannot practicably be remedied by Lxxxxx without taking possession of the Premises (i) such reasonable period shall not commence until Lxxxxx has possession of the Premises and (ii) Lender shall proceed with reasonable diligence to obtain possession of the Premises, and upon obtaining such possession shall with reasonable diligence remedy such act or omission. From and after such attornment, Lender shall be bound to Tenant under all the terms, covenants and conditions of the Lease; provided, however, Lender shall not be: obligated to cure any defaults under the Lease of any prior landlord (including Landlord) which occurred prior to the date Lender obtained title to or possession of the Property; liable for any act or omission of Landlord under this Master Lease occurring any prior landlord (including Landlord) which occurred prior to the date Lender obtained title or possession of the Property; obligated to fund any security deposit unless actually received by Lender; bound by any amendment, modification or termination of the Lease unless such saleamendment, conveyance modification or terminationtermination was consented to in writing by Lender; (ii) subject to any offset, abatement offsets or reduction of rent because of defenses which Tenant might have against any default of Landlord under this Master Lease occurring prior to such sale, conveyance landlord (including Landlord); or termination; (iii) bound by any previous modification base rental or amendment to this Master Lease additional rental or any previous prepayment advance payment of rent which Tenant paid for more than one month’s rent, unless such modification, amendment the current month to any prior landlord (including Landlord). Anything herein or prepayment shall have been approved in writing by such Facility Mortgagee (the Lease to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) orcontrary notwithstanding, in the case event that Lender shall acquire title to the Premises by reason of such prepaymenta Foreclosure, such prepayment of rent has Lender shall have no obligation, nor incur any liability, beyond Lxxxxx's then interest, if any, in the Property (including any title and casualty insurance proceeds and condemnation awards actually been delivered paid to Lender), and Tenant shall look exclusively to such new owner interest of Lender in the Property for the payment and discharge of any obligations which may be imposed upon Lender hereunder or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of under the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If Tenant shall at Landlord’s request promptly execute any requisite document confirming such subordination within ten (10) business days following such request on the commercially reasonable form of the holder of any Mortgage. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant’s obligations hereunder in the event any foreclosure proceeding is prosecuted or completed or in the event the Building, the Land or Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldtransferred by foreclosure, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure or otherwise. Upon any such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may betransfer, Tenant shall attorn to such transferee and shall recognize such transferee as the new owner or superior lessor as Tenant’s “landlord” landlord under this Master Lease. Tenant agrees that upon any such attornment, such transferee shall not be (a) bound by or required to credit Tenant with any prepayment of the Base Rent or additional rent more than thirty (30) days in advance or any deposit, rental security or any other sums deposited with any prior landlord under the Lease (including Landlord) unless said sum is actually received by such transferee, (b) bound by any amendment, modification or enter into a new lease substantially in the form termination of this Master Lease made without the consent of the holder of each Mortgage existing as of the date of such amendment (except as may otherwise be unilaterally effectuated by Tenant in accordance with the new owner terms and provisions of this Lease), (c) liable for any breach, act or superior lessoromission of any prior landlord under the Lease (including Landlord) or any damages arising therefrom; (d) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord), (e) bound by any obligation which may appear in this Lease to maintain the Amenities, if any, (f) liable for any late completion of any construction of the Premises or tenant improvement work to the Premises commenced or agreed to by any prior landlord under the Lease (including Landlord), (g) liable for payment of any damages or penalties payable by any prior landlord under the Lease (including Landlord) to Tenant including but not limited to penalties for failure to deliver the Premises in a timely fashion, or (h) bound by any obligation which may appear in this Lease to pay any sum of money to Tenant; provided, however, that after succeeding to Landlord’s interest under this Lease, such transferee shall (i) perform in accordance with the terms of this Lease all obligations of Landlord arising after the date of transfer, (ii) perform in accordance with the terms of this Lease any repair or maintenance obligation of Landlord (regardless of whether the need for such repair or maintenance arose prior to the date of such transfer) and (iii) be responsible for any portion of the Construction Allowance not previously paid hereunder to Tenant shall take in accordance with the terms of Exhibit B, but not more than the amount Tenant identifies as outstanding on the estoppel certificate executed by Tenant and delivered to such actions transferee prior to confirm the foregoing within date it takes title. Within ten (10) business days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time request of such amendment transferee, Tenant shall execute, acknowledge and deliver any requisite or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of appropriate document submitted to Tenant confirming such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest in any Superior Lessor or Superior Mortgagee or the Leased Property nominee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise designee of any remedy provided for in any Facility Mortgage Documents (Superior Lessor or in lieu Superior Mortgagee shall succeed to the rights of such exercise)Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise by operation of law: (a) otherwise, then at the request and option of the new owner or superior lessor, as the case may besuch party so succeeding to Landlord’s rights (herein called “Successor Landlord”), Tenant shall attorn to and recognize the new owner or superior lessor such Successor Landlord as Tenant’s “landlord” landlord under this Master Lease and shall promptly execute and deliver such instrument that such Successor Landlord may reasonably request to evidence such attornment provided such instrument complies with the provisions of Section 14.1. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the landlord under this Lease or enter into a new lease substantially in the form of this Master Lease with the new owner its nominee or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10designee) days after request; and (b) the new owner or superior lessor shall not be (i) liable in any way to Tenant for any act or omission omission, neglect or default on the part of Landlord under this Master Lease occurring or for any claim against Landlord arising prior to such salethe date on which the successor succeeded to Landlord’s interest, conveyance or termination; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (iii) subject to any offsetcounterclaim, abatement offset or reduction of rent because of any default of Landlord under this Master Lease occurring prior setoff which theretofore accrued to such saleTenant against Landlord, conveyance or termination; (iiiiv) bound by any previous modification or amendment of this Lease subsequent to this Master such Superior Lease or Mortgage, or by any previous prepayment of Base Rent for more than one (1) month’s rent, unless such modification, amendment or prepayment shall have been which was not approved in writing by such Facility the Superior Lessor or the Superior Mortgagee thereto, (v) liable to the extent Tenant beyond the Successor Landlord’s interest in the Premises and the rents, income, receipts, revenues, issues and profits issuing from such approval was required at Premises, (vi) responsible for the time performance of such any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant, (vii) bound by any amendment or modification of such Lease made without its written consent, or prepayment (viii) required to remove any person occupying the Premises or any part thereof, except if such person claims by, through or under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSuccessor Landlord.

Attornment. If Landlord’s interest in Upon the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise written request of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at Person succeeding to the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission interest of Landlord under this Master Lease, provided such successor recognizes in writing the existence of this Lease occurring prior and Tenant’s rights hereunder, Tenant shall automatically become the tenant of and attorn to such salesuccessor in interest without any change in any of the provisions of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one (1) month in advance, conveyance or terminationexcept payments of security for the performance by Tenant of Tenant’s obligations under this Lease; (iib) subject to any offset, abatement defense, or reduction of rent because damages arising out of any default of Landlord under this Master Lease occurring prior to such saleby, conveyance or terminationany unfulfilled obligations of, any preceding Landlord; or (iiic) bound by any previous modification or amendment to of this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have entered into after Tenant has been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with given written notice of the Facility Mortgage and the identity name and address of a Landlord’s Mortgagee and without the Facility Mortgagee; written consent of such Landlord’s Mortgagee or such successor in interest, subject to the nondisturbance provisions of Section 16.3. The subordination, attornment, and Mortgage protection provisions of this Section 16 are self operative and no further instruments of subordination, attornment, or Mortgage protection need be required by any Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon any written request therefor, and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged, and deliver such documents (ivin such form as is customarily required by such Landlord’s Mortgagee or successor in interest thereto) liable for any security deposit or other collateral deposited or delivered as may reasonably be requested from time to Landlord pursuant time to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorconfirm the same.

Attornment. If Tenant agrees that upon any termination of Landlord’s interest in the Leased Property Premises, Tenant will, upon request, attorn to the person or any portion thereof or interest therein is sold, conveyed or terminated upon organization then holding title to the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option reversion of the new owner or superior lessorLeased Premises (the “Successor”) and to all subsequent Successors, as and shall pay to the case may beSuccessor all rents and other monies required to be paid by the Tenant hereunder and perform all of the other terms, covenants, conditions and obligations in this Lease contained; provided, however, that Tenant shall not be so obligated to attorn unless, if Tenant shall so request in writing, such Successor will execute and deliver to Tenant an instrument wherein such Successor agrees that so long as Tenant performs all of the terms, covenants and recognize the new owner or superior lessor as conditions of this Lease, on Tenant’s “landlord” part to be performed, Tenant’s possession under this Master Lease or enter into a new lease substantially in the form provisions of this Master Lease with the new owner or superior lessorshall not be disturbed by such Successor. Tenant agrees that upon any such attornment, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor shall not be (ia) bound by any payment of the Basic Annual Rent or additional rent more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (b) bound by any amendment of this Lease made without the consent of the holder of each mortgage existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of Landlord under this Master Lease occurring any prior to such salelandlord, conveyance or termination; (iid) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord; provided, abatement or reduction of rent because of any default of Landlord however, that after succeeding to Landlord’s interest under this Master Lease occurring prior Lease, such transferee shall agree to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved perform in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under accordance with the terms of this Lease all obligations of Landlord arising after the applicable Facility Mortgage Documentsdate of transfer. Within five (5) or, in days after the case request of such prepaymenttransferee, Tenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof Facility or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageelessor; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.. 16.3

Attornment. If Landlord’s interest Tenant must, in the event of a sale, transfer or assignment by Landlord of the Building or Leased Property Premises or any portion thereof or interest therein is soldof this Lease, conveyed or terminated upon in the event any proceedings are brought for the foreclosure of any Mortgage (as hereinafter defined) or in the event of an exercise of the power of sale under any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)Mortgage, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner such transferee, purchaser or superior lessor Mortgagee (as Tenant’s “landlord” hereinafter defined) as Landlord under this Master Lease, and promptly execute and deliver any instrument that such successor Landlord may reasonably request to evidence such attornment provided Tenant's occupancy is not disturbed and such purchaser, transferee or assignee (other than for security purposes) assumes Landlord's obligations under this Lease. Upon such attornment, this Lease or enter into such parts thereof to which the successor Landlord succeeded, shall continue in full force and effect as a new direct lease substantially in between the form of this Master Lease with the new owner or superior lessor, successor Landlord and Tenant shall take upon all of the terms, conditions and covenants as are set forth in this Lease and as are relevant to such actions interest. Notwithstanding the above, as to confirm the foregoing within ten Mortgagee or a purchaser at a foreclosure or other sale under the Mortgage, such successor Landlord is not (10) days after request; and (b) the new owner or superior lessor shall not be (ia) liable for any previous act or omission of Landlord under this Master Lease occurring prior to such saleLandlord, conveyance or termination; (iib) subject to any offsetoffset which theretofore may have accrued to Tenant against Landlord, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iiic) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment modification or prepayment shall have been was made prior to the making of such Mortgage or was expressly approved in writing by such Facility the Mortgagee (through which the successor Landlord succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) orthis Lease, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivd) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless deposits not actually received in cash by such security deposit or other collateral has actually been delivered to such new owner or superior lessorsuccessor Landlord.

Attornment. If Landlord’s the interest in of Landlord is transferred to any person (a “Transferee”) by reason of the Leased Property termination or any portion thereof foreclosure, or interest therein is soldproceedings for enforcement, conveyed of an Encumbrance, or terminated upon the exercise by delivery of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exercise)foreclosure or proceedings, or otherwise by operation Tenant will immediately and automatically attorn to the Transferee. Upon attornment this Lease will continue in full force and effect as a direct lease between the Transferee and Tenant, upon all of lawthe same terms, conditions and covenants as stated in this Lease, except that the Transferee will not be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of any prior landlord, including Landlord (but such exemption will not excuse the Transferee from the performance of any obligations of the landlord under this Master Lease occurring prior required to such sale, conveyance or terminationbe performed subsequent to the transfer to the Transferee); (iib) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord, including Landlord (excluding any express right of abatement or reduction of rent because of any default of Landlord granted under this Master Lease occurring prior Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the Transferee (the “Foreclosing Lender”) was afforded any notice and cure rights to which it was entitled under Section 24.1 with respect to the matter that gave rise to such sale, conveyance or terminationexpress right of abatement); (iiic) bound by any previous modification Rent or amendment advance Rent not actually received by the Transferee which Tenant might have paid for more than the current month or the next succeeding month to this Master Lease any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of the Security Deposit or any previous prepayment of more than one month’s rentother security or advance rental deposit made by Tenant, unless such modificationexcept to the extent the same is paid over to the Transferee; or (e) bound by any termination, amendment or prepayment shall have been approved in writing modification of this Lease (other than one expressly contemplated by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of this Lease and effected according to such prepaymentexpress terms, such prepayment as termination by Landlord due to a Default by Tenant) made while any action or proceedings for the termination, foreclosure, or enforcement of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided an Encumbrance of which Tenant with had notice was pending without the written consent of the Facility Mortgage Foreclosing Lender. Tenant agrees, upon request by and without cost to the identity Transferee, to promptly execute and address of deliver to the Facility Mortgagee; or (ivTransferee such instrument(s) liable for any security deposit or other collateral deposited or delivered as may be reasonably required to Landlord pursuant to this Master Lease unless evidence such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest Notwithstanding the provisions of Section 14.1, in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise foreclosure of any remedy provided for in Mortgage or cancellation or termination of any Facility Mortgage Documents (or in lieu of such exercise)Master Lease, or otherwise by operation of law: (a) Tenant, at the request and option of the new owner or superior lessorthen successor to the Landlord following such event, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor successor (herein referred to as Tenant’s the “landlord” Successor Landlord”), as Landlord under this Master Lease; provided that Tenant agrees that and Successor Landlord shall not be: (a) liable in any way for any act, omission, neglect or default of any prior Landlord (including, the then defaulting Landlord), except that the Successor Landlord shall be obligated to cure any continuing default, but only to the extent that such default continues after the date that the Successor Landlord succeeds to the interest of Landlord under this Lease, or (b) subject to any claim, defense, counterclaim or offsets which Tenant may have against any prior Landlord (including, the then defaulting Landlord), or (c) bound by any payment of rent or additional rent which Tenant might have paid for more than one month in advance of the due date under this Lease to any prior Landlord (including, the then defaulting Landlord), or (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time the Successor Landlord succeeded to any prior Landlord’s interest, or (e) accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by the Successor Landlord, or (f) bound by any amendment or modification of this Lease made without the prior written consent of each ground lessor and lender. Tenant agrees to execute and deliver at any time upon request of any Lender or purchaser, and the successors of either, any instrument reasonably requested to further evidence such attornment. Tenant hereby waives its right, if any, to elect to terminate this Lease or enter into a new lease substantially to surrender possession of the Premises in the event of any Mortgage termination or foreclosure. Tenant also agrees that any Lender may, at its option, unilaterally elect to fully or partially subordinate its Mortgage to this Lease by an instrument in form of this Master Lease with and substance satisfactory to the new owner or superior lessor, and Lender which Tenant shall take such actions to confirm the foregoing execute within ten (10) days after written request; and . Any failure or refusal by Tenant to execute such instrument within the time period specified in this Section 14.2 (bwithout additional time, despite any other provision of this Lease) the new owner or superior lessor shall constitute a Default hereunder, but shall not be (i) liable for any act affect the validity or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms enforceability of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsubordination.

Attornment. If Landlord’s the interest in of Landlord is transferred to any person (a “Transferee”) by reason of the Leased Property termination or any portion thereof foreclosure, or interest therein is soldproceedings for enforcement, conveyed of an Encumbrance, or terminated upon the exercise by delivery of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exercise)foreclosure or proceedings, or otherwise by operation Tenant will immediately and automatically attorn to the Transferee. Upon attornment this Lease will continue in full force and effect as a direct lease between the Transferee and Tenant, upon all of lawthe same terms, conditions and covenants as stated in this Lease, except that the Transferee will not be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of any prior landlord, including Landlord (but such exemption will not excuse the Transferee from the performance of any obligations of the landlord under this Master Lease occurring prior required to such sale, conveyance or terminationbe performed subsequent to the transfer to the Transferee); (iib) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord, including Landlord (excluding any express right of abatement or reduction of rent because of any default of Landlord granted under this Master Lease occurring prior Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the Transferee (the “Foreclosing Lender”) was afforded any notice and cure rights to which it was entitled under Section 21.1 with respect to the matter that gave rise to such sale, conveyance or terminationexpress right of abatement); (iiic) bound by any previous modification Rent or amendment advance Rent which Tenant might have paid for more than the current month or the next succeeding month to this Master Lease any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of the Security Deposit or any previous prepayment of more than one month’s rentother security or advance rental deposit made by Tenant, unless such modificationexcept to the extent the same is paid over to the Transferee; or (e) bound by any termination, amendment or prepayment shall have been approved in writing modification of this Lease (other than one expressly contemplated by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of this Lease and effected according to such prepaymentexpress terms, such prepayment of rent has actually been delivered as a termination by Landlord due to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice a Default by Tenant) made without the written consent of the Facility Mortgage Foreclosing Lender. Tenant agrees, upon request by and without cost to the identity Transferee, to promptly execute and address of deliver to the Facility Mortgagee; or (ivTransferee such instrument(s) liable for any security deposit or other collateral deposited or delivered as may be reasonably required to Landlord pursuant to this Master Lease unless evidence such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise interests of any remedy provided for in any Facility Mortgage Documents (or Lessor shall be transferred to and owned by Secured Party by reason of foreclosure and other proceedings brought by it in lieu of such exercise)or pursuant to a foreclosure, or otherwise by operation otherwise, and Secured Party succeeds to the interest of law: (a) at Lessor under the request Lease, Lessee shall be bound to Secured Party under the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially therefor in the form of this Master Lease with the new owner or superior lessorsame force and effect as if Secured Party were Lessor under the Lease, and Tenant Lessee does hereby attorn to Secured Party as its Lessor, said attornment to be effective and self-operative immediately upon Secured Party's succeeding to the interest of the Lessor under the Lease without the execution of any further instruments on the part of any further instruments on the part of any of the parties hereof; provided, however, that Lessee shall take such actions be under no obligation to confirm pay rent to Secured Party until Lessee received written notice from Secured party that is has succeeded to the foregoing within ten (10) days after request; and (b) interest of Lessor under the new owner Lease or superior lessor the rents due under the Lease. With its succession to the interest of Lessor under the Lease, Secured Party shall assume Lessor's obligations under the Lease. Lessee agrees that if Secured Party shall succeed to the interest of Lessor under the Lease, Secured Party shall not be (ia) liable for any act action or omission of Landlord any prior lessor under this Master Lease occurring prior to such salethe Lease, conveyance or termination; (iib) subject to any offsetoffsets or defenses which Lessee might have against any prior lessor, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iiic) bound by any previous modification or amendment to this Master Lease or any previous prepayment of rental which Lessee might have paid for more than one month’s rentthe then current month to any prior lessor, or (d) bound to any security deposit which Lessee may have paid to any prior lessor unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent deposit has actually been delivered to such new owner Secured Party or superior lessor or is in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered an escrow fund available to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSecured Party.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise lessor of any remedy provided for in such lease or the holder of any Facility Mortgage Documents (or in lieu such mortgage shall succeed to the rights of such exercise)Landlord under this Lease, or otherwise by operation of law: (a) then at the request of such party succeeding to Landlord's rights and option of the new owner or superior lessor, as the case may beupon such successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to such successor Landlord and recognize will execute such instruments as may be necessary or appropriate to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, successor Landlord and Tenant upon all the terms, conditions and covenants as are set forth in this Lease and shall take be applicable after such actions to confirm attornment except that the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor Landlord shall not be (i) be liable for any previous act or omission of Landlord under this Master Lease occurring prior to such saleLease, conveyance or termination; (ii) be subject to any offset, abatement or reduction of rent because of any default of not expressly provided for in this Lease, which shall have theretofore accrued to Tenant against Landlord under this Master Lease occurring prior to such sale, conveyance or termination; and (iii) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or amendment to this Master Lease or by any previous prepayment of more than one month’s rent, 's fixed rent unless such modification, amendment modification or prepayment shall have been expressly approved in writing by such Facility Mortgagee (Landlord or such holder through or by reason of which the successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If LandlordSubtenant agrees that if the Lease should be terminated prior to the expiration of the term of this Sublease, or if Overlandlord shall success to Sublandlord’s interest estate in the Leased Property or any portion thereof or interest therein is soldSubleased Premises, conveyed or terminated upon then, at Overlandlord’s election, to be exercised in Overlandlord's sole judgment and discretion, the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant Subtenant shall attorn to and recognize Overlandlord as the new owner or superior lessor as Tenant’s “landlord” Subtenant's landlord under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorSublease, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor provided that Overlandlord shall not be (i) be liable for any act or omission or negligence of Landlord Sublandlord under this Master Lease occurring prior to such saleSublease, conveyance or termination; (ii) be subject to any offsetcounterclaim, abatement offset or reduction of rent because of any default of Landlord under this Master Lease occurring prior defense which theretofore accrued to such saleSubtenant against Sublandlord, conveyance or termination; (iii) be bound by any previous modification or amendment to of this Master Lease or any previous prepayment of more than one month’s rent, Sublease (unless such modification, modification or amendment or prepayment shall have been approved in writing by Overlandlord), (iv) be bound by any payment of rent or additional rent for more than one (1) month in advance (unless actually received by Overlandlord), (v) be obligated to perform any work in the space demised under such Facility Mortgagee Sublease, (vi) in the event of a casualty, be obligated to repair or restore the Subleased Premises or any portion thereof, (vii) in the event of a partial condemnation, be obligated to repair or restore the Subleased Premises or any part thereof, (viii) be obligated to make any payment to such Subtenant, (ix) be obligated to return any security deposit to which such Subtenant may become entitled, except only to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has that Overlandlord shall have actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless received such security deposit from Sublandlord, or other collateral has actually (x) be bound by any obligations which Overlandlord lacks the capacity or reasonable ability to discharge because the facilities or equipment necessary for the performance thereof have not been delivered to such new owner completed or superior lessor.are located outside of the Subleased Premises. [Signatures on the Following Page]

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: affected thereby (a) at the request and option of the new owner or superior lessortransferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in Transferee shall accept such attornment, but the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) liable for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and limited to the extent Transferee shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time of such amendment the Transferee succeeded to Landlord’s interest or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If Landlord’s interest in Upon the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise written request of any remedy provided for in any Facility Mortgage Documents (person or in lieu of such exercise), or otherwise by operation of law: (a) at party succeeding to the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission interest of Landlord under this Master Lease occurring prior Lease, Tenant shall automatically become the tenant of and attorn to such salesuccessor in interest without any change in any of the terms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, conveyance except payments of security for the performance by Tenant of Tenant's obligations under this Lease, or termination; (iib) subject to any offset, abatement defense or reduction damages arising out of rent because a default or any obligations of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) preceding Landlord. Neither Landlord's Mortgagee nor its successor in interest shall be bound by any previous modification or amendment to of this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have entered into after Tenant has been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with given written notice of the Facility Mortgage and the identity name and address of Land1ord's Mortgagee and without the Facility Mortgagee; written consent of Landlord's Mortgagee or (iv) liable for such successor in interest. The subordination, attornment and mortgagee protection clauses of this Article 16 shall be self-operative and no further instruments of subordination attornment or mortgagee protection need be required by any security deposit Landlord's Mortgagee or other collateral deposited successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or delivered consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments as may be requested to confirm the same. Tenant shall from time to time, if so requested by Landlord pursuant and if doing so will not materially and adversely affect Tenant's economic interests under this Lease, join with Landlord in amending this Lease so as to this Master Lease unless such security deposit meet thee needs or other collateral requirements of any lender that is considering making or that has actually been delivered to such new owner made a loan secured by all or superior lessorany portion of thee Complex.

Attornment. If Landlord’s the interest in of Landlord shall be acquired by any Mortgagee (as used herein the Leased Property term "MORTGAGEE" shall include any holder of a mortgage or deed of trust encumbering the Demised Premises and any portion thereof purchaser of the Demised Premises at foreclosure) by foreclosure or interest therein is sold, conveyed or terminated upon other proceedings to enforce the exercise rights of the holder of any remedy provided for mortgage or deed of trust encumbering the Demised Premises, and such Mortgagee succeeds to the interest of Landlord hereunder, this Lease and the rights of Tenant hereunder shall continue in any Facility Mortgage Documents (full force and effect and shall not be terminated or disturbed except in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease accordance with the new owner or superior lessorterms hereof, and Tenant shall take be bound to such actions Mortgagee under all of the terms, covenants and conditions of this Lease for the balance of the term then remaining, and extensions or renewals thereof that may be effected in accordance with the options contained herein, with the same force and effect as if such Mortgagee were the lessor or landlord hereunder and Tenant the lessee under the Lease. In such event, Tenant agrees to confirm and does hereby attorn to such Mortgagee as its lessor, such attornment to be effective and self-operative immediately upon such Mortgagee succeeding to the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission interest of Landlord under this Master Lease occurring prior the Lease. Tenant shall thereafter pay rent to such sale, conveyance or termination; (ii) subject Mortgagee from and after the time that Tenant receives written notice from Mortgagee that it has succeeded to any offset, abatement or reduction of rent because of any default the interest of Landlord under this Master Lease occurring prior to the Lease. The respective rights and obligations of Tenant and such saleMortgagee upon such attornment, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice then remaining balance of the Facility Mortgage and the identity and address term of the Facility Mortgagee; Lease and any extension or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to renewal, thereof, shall be and are the same as now set forth in this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If Landlord’s interest Ground Lessor terminates the Ground Lease, and the conditions set forth in Section 2 above have been met at the time Ground Lessor terminates the Ground Lease, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Ground Lessor and Tenant upon all of the terms, covenants and conditions set forth in the Leased Property or any portion thereof or interest therein is soldLease and in that event, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu Tenant agrees to attorn to Ground Lessor and Ground Lessor by virtue of such exercise), or otherwise by operation of law: (a) at the request and option termination of the new owner or superior lessorGround Lease shall be deemed to have agreed to accept such attornment, as the case may beprovided, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially however, that if Ground Lessor is not in the form an affiliate of this Master Lease with the new owner or superior lessorLandlord, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Ground Lessor shall not be (ia) liable for the failure of any act or omission prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a "Prior Landlord") to perform any obligations of Prior Landlord under this Master the Lease occurring which have accrued prior to such salethe date on which Ground Lessor shall terminate the Ground Lease, conveyance or terminationhowever, nothing contained herein shall excuse Ground Lessor from its obligations to remedy a continuing problem that existed prior to the time it terminated the Ground lease; (iib) subject liable for the return of rental security deposits, if any, paid by Tenant to any offsetPrior Landlord in accordance with the Lease unless such sums are actually received by Ground Lessor, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iiid) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any Prior Landlord unless such modification, amendment or prepayment shall have been approved in writing sums are actually received by such Facility Mortgagee (to Ground Lessor. In the extent such approval was required at the time event that any liability of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord Ground Lessor does arise pursuant to this Master Lease unless Agreement or the Lease, such security deposit liability shall be limited and restricted to Ground Lessor's interest (such interest to include rental income, proceeds from sale, and insurance and condemnation proceeds received because of damage or other collateral has actually been delivered destruction or condemnation to or of the Property) in the Property and shall in no event exceed such new owner or superior lessorinterest.

Attornment. If Landlord’s interest in the Leased Property Assets or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law, and subject to Tenant’s receipt of the NDA: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be be: (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rentRent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) Mortgagee, or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s interest in Liberty agrees that if the Agent, any of the Lenders or a purchaser at a sheriff's sale (each a "Transferee") shall become the owner of the Liberty Leased Property Assets by reason of the foreclosure of the Mortgage or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise acceptance of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exerciseforeclosure (or dation en paiement) (a "Transfer Event"), and provided that at such time the Sublease shall be in full force and effect and shall not have expired or otherwise by operation of law: (a) at been terminated, the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Sublease shall not be terminated or affected thereby, but shall continue in full force and effect as a direct sublease between Liberty and such Transferee upon all the terms, covenants and conditions set forth in the Sublease. Upon such a Transfer Event, Liberty agrees to attorn to such Transferee as sublessor under the Sublease, and to be bound by and perform all of the obligations imposed by the Sublease on the sublessee thereunder. Also, upon such a Transfer Event, the Transferee will be bound by all of the obligations imposed by the Sublease on the sublessor; provided, however, that such Transferee shall not be: (i) liable for any act or omission of Landlord Xxxxxxxx, provided that the foregoing shall not be deemed to relieve such Transferee from the obligation to perform any obligation of the sublessor under this Master Lease occurring prior the Sublease which obligation (a) Schedule V - 3 remains unperformed at the time that such Transferee succeeds to such sale, conveyance the interest of sublessor under the Sublease and (b) is made known to Transferee and Transferee is provided notice and given the same opportunity to cure as afforded Xxxxxxxx under the Sublease; or termination; (ii) subject to bound by any offsetrent which Liberty might have paid under the Sublease for more than one month in advance, abatement unless actually received by such Transferee; or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeSublease that could have a material adverse affect on Agent's rights as a secured party; or (iv) liable for subject to any security deposit offsets or other collateral deposited defenses that Liberty might have against Xxxxxxxx (or delivered any prior sublessor, if applicable) unless Transferee has been given written notice thereof and the same opportunity to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorcure as afforded Xxxxxxxx under the Sublease.

Attornment. If Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant’s obligations hereunder in the event any foreclosure proceeding is prosecuted or completed or in the event the Premises or Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldtransferred by foreclosure, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure or otherwise. If this Lease is not extinguished upon any such exercise)transfer or by the transferee following such transfer, or otherwise by operation then, within five Business Days of law: (a) at the a written request and option of the new owner or superior lessor, as the case may besuch transferee, Tenant shall attorn to such transferee and shall recognize such transferee as the new owner landlord under this Lease. Tenant agrees that upon any such attornment, such transferee shall not be (a) bound by any payment of the Monthly Base Rent or superior lessor Additional Rent more than one (1) month in advance, except adequate assurance payments required under Section 18.2 above and prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (b) bound by any amendment of this Lease made without the written consent of any Lender existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord, or (d) subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that Tenant’s “landlord” agreements hereunder are subject and conditioned upon the transferee’s agreement that after succeeding to Landlord’s interest under this Master Lease or enter into a new lease substantially Lease, such transferee shall agree to perform in accordance with the form terms of this Master Lease with all obligations of Landlord arising after the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within date of transfer. Within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission Business Days of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time a written request of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) ortransferee, in the case of Tenant shall execute, acknowledge and deliver any reasonable document submitted to Tenant confirming such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest in the Leased Property Lender or any portion thereof other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or interest therein is sold, conveyed the acceptance of a deed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such exerciseother purchaser being hereinafter referred as "Purchaser"), or otherwise by operation of law: (a) and the conditions set forth in Section 2 above have been met at the request and option time Purchaser becomes owner of the new owner Property, the Lease shall not be terminated or superior lessoraffected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to Purchaser and recognize Purchaser by virtue of such acquisition of the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorProperty shall be deemed to have agreed to accept such attornment, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor provided, however, that Purchaser shall not be (ia) liable for the failure of any act or omission prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a "Prior Landlord") to perform any obligations of Prior Landlord under this Master the Lease occurring which have accrued prior to such salethe date on which Purchaser shall become the owner of the Property, conveyance however, nothing contained herein shall excuse the Purchaser from its obligations to remedy a continuing problem that existed prior to the time it obtained possession or terminationtitle to the property; (iib) subject to any offsetoffsets, abatement defenses, abatements or reduction counterclaims which shall have accrued in favor of rent because of Tenant against any default of Prior Landlord under this Master Lease occurring prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such salesums are actually received by Purchaser, conveyance or termination; (iiid) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any Prior Landlord unless (i) such modification, amendment sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made after the date hereof and without Lender's or Purchaser's prior written consent prior to the extent such approval was required at time Purchaser succeeded to Landlord's interest. In the time event that any liability of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord Purchaser does arise pursuant to this Master Lease unless Agreement or the Lease, such security deposit liability shall be limited and restricted to Purchaser's interest (such interest to include rental income, proceeds from sale, and insurance and condemnation proceeds received because of damage or other collateral has actually been delivered destruction or condemnation to or of the Property) in the Property and shall in no event exceed such new owner or superior lessorinterest.

Attornment. If In the event of termination, re-entry or dispossession of Sublandlord by Landlord under the Main Lease, Landlord may, at its option, take over all of the right, title and interest of Sublandlord, as sublessor, under this Sublease, and Subtenant shall, at Landlord’s interest in 's option, attorn to Landlord pursuant to the Leased Property then executory provisions of this Sublease, except that Landlord shall not (i) be liable for any previous act, omission or negligence of Sublandlord under this Sublease, which theretofore accrued to Subtenant against Sublandlord, (ii) be subject to any portion thereof counterclaim, defense or interest therein is sold, conveyed or terminated upon the exercise of any remedy offset not expressly provided for in any Facility Mortgage Documents (or in lieu of such exercise)this Sublease which theretofore accrued to Subtenant against Sublandlord, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) be bound by any previous modification of this Sublease not consented to by Landlord or amendment to this Master Lease or by any previous prepayment of more than one month’s rent, 's Fixed Rent and Additional Rent unless such modificationprepayment was actually received by Landlord, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable be bound to perform any work which Sublandlord is obligated to perform hereunder, or to pay Subtenant or any other person or entity for the same. Subtenant waives all rights under any security deposit present or other collateral deposited future laws or delivered otherwise to Landlord elect, by reason of the termination of the Main Lease, to terminate this Sublease or surrender possession of the Sublet Premises. Nothing in this Article 12 shall be deemed to affect any liability that Sublandlord may have to Subtenant pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSublease.

Attornment. If Landlord’s interest in Upon the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise written request of any remedy provided for in any Facility Mortgage Documents (person. or in lieu of such exercise), or otherwise by operation of law: (a) at party succeeding to the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission interest of Landlord under this Master Lease occurring prior Lease, Tenant shall automatically become the tenant of and attorn to such salesuccessor in interest without any change in any of the terms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, conveyance except payments of security for the performance by Tenant of Tenant's obligations under this Lease, or termination; (iib) subject to any offset, abatement defense or reduction damages arising out of rent because a default or any obligations of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) preceding Landlord. Neither Landlord's Mortgagee nor its successor in interest shall be bound by any previous modification or amendment to of this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have entered into after Tenant has been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with given written notice of the Facility Mortgage and the identity name and address of Landlord's Mortgagee and without the Facility Mortgagee; written consent of Landlord's Mortgagee or (iv) liable for such successor in interest. The subordination, attornment and mortgagee protection clauses of this Article 16 shall be self-operative and no farther instruments of subordination attornment or mortgagee protection need be required by any security deposit Landlord's Mortgagee or other collateral deposited successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or delivered consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments as may be requested to confirm the same. Tenant shall from time to time, if so requested by Landlord pursuant and if doing so will not materially and adversely affect Tenant's economic interests under this Lease, join with Landlord in amending, this Lease so as to this Master Lease unless such security deposit meet the needs or other collateral requirements of any lender that is considering making or that has actually been delivered to such new owner made a loan secured by all or superior lessorany portion of the Complex.

Attornment. If Landlord’s interest in Any Senior Interest Holder who succeeds to the Leased Property or any portion thereof or interest therein is soldrights of Landlord under this Lease, conveyed or terminated upon the whether through exercise of any remedy provided for in any Facility Mortgage Documents (remedies or in lieu of such exercise), or otherwise by operation of law: (a) , is sometimes referred to herein as a "Successor Landlord". Upon a Successor Landlord's succession to the rights of Landlord under this Lease, at the request and option of the new owner or superior lessor, as the case may beSuccessor Landlord, Tenant shall attorn to and recognize the new owner or superior lessor Successor Landlord as Tenant’s “landlord” 's landlord under this Master Lease or enter into and shall promptly execute and deliver any additional instrument that such Successor Landlord may reasonably request to evidence the attornment. Upon attornment, this Lease shall continue in full force and effect and as a new direct lease substantially in between the form of this Master Lease with the new owner or superior lessor, Successor Landlord and Tenant shall take upon all of the terms, conditions and covenants as are set forth in this Lease, except however, such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor Landlord shall not be (ia) liable for any previous act or omission or negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iib) subject to any counterclaim, defense or offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior which theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iiic) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment modification or prepayment shall have been approved in writing by such Facility Mortgagee (the Senior Interest Holders through or by reason of which the Successor Landlord shall have succeeded to the extent rights of Landlord under this Lease; (d) liable for any security deposited pursuant to this Lease unless such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent security has actually been delivered to successor Landlord; (e) obligated to repair the Premises or the Building or any part thereof, in the event of total or substantial total damage beyond such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice repair as can reasonably be accomplished from the net proceeds of the Facility Mortgage and the identity and address of the Facility Mortgageeinsurance actually made available to Successor Landlord; or (ivf) liable for obligated to repair the Premises or the Building or any security deposit part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Premises or other collateral deposited the Building not taken. Nothing contained in this Section 13.2 shall be construed to impair any right or delivered to Landlord pursuant to this Master Lease unless remedy otherwise exercisable by any such security deposit owner, holder or other collateral has actually been delivered to such new owner or superior lessorlessee.

Attornment. If Landlord’s interest in the Leased Property Lender or any portion thereof other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or interest therein is sold, conveyed the acceptance of a deed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such exerciseother purchaser being hereinafter referred as “Purchaser”), or otherwise by operation of law: (a) and the conditions set forth in Section 2 above have been met at the request and option time Purchaser becomes owner of the new owner Property, the Lease shall not be terminated or superior lessoraffected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to Purchaser and recognize Purchaser by virtue of such acquisition of the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorProperty shall be deemed to have agreed to accept such attornment, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor provided, however, that Purchaser shall not be (i) liable for the failure of any act or omission prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of Prior Landlord under this Master the Lease occurring which have accrued prior to the date on which Purchaser shall become the owner of the Property provided such salePurchaser cures any continuing default of Prior Landlord under the Lease, conveyance or termination; (ii) subject to any offsetoffsets, abatement defenses, abatements or reduction counterclaims which shall have accrued in favor of rent because of Tenant against any default of Prior Landlord under this Master Lease occurring prior to such salethe date upon which Purchaser shall become the owner of the Property, conveyance or termination; (iii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (iv) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any Prior Landlord unless (i) such modification, amendment sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee Purchaser or (v) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the extent such approval was required at time Purchaser succeeded to Landlord’s interest. In the time event that any liability of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord Purchaser does arise pursuant to this Master Lease unless Agreement or the Lease, such security deposit or other collateral has actually been delivered liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such new owner or superior lessorinterest.

Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to SECTION 40 hereof for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessorLease, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this SECTION 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Interest, then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Party, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner or superior lessor as terms, covenants and conditions of this Lease on Tenant’s “landlord” under part to be performed with the same force and effect as if such party were the Landlord originally named in this Master Lease Lease, or (y) enter into a new lease substantially in with such party, as Landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor Landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification Modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rentrent in advance of its due date, unless such modificationModification, amendment or prepayment shall have been approved in writing by the Superior Party through or by reason of which such Facility Mortgagee (successor Landlord shall have succeeded to the extent rights of Landlord under this Lease; or (iii) liable for any security (if any) deposited pursuant to this Lease unless such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent security has actually been delivered to such new owner successor Landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorTenant.

Attornment. If the Lease or Sublandlord’s right to possession thereunder terminates for any reason prior to expiration of the Sublease, Subtenant agrees, at the written election of Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated to attorn to Landlord upon the exercise then executory terms and conditions of the Sublease for the remainder of the term of the Sublease. In the event of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)election by Landlord, or otherwise by operation of law: Landlord will not be (a) at the request and option of the new owner liable for any rent paid by Subtenant to Sublandlord more than one month in advance, or superior lessorany security deposit paid by Subtenant to Sublandlord, as the case may be, Tenant shall attorn unless same has been transferred to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after requestLandlord by Sublandlord; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord Sublandlord under this Master Lease occurring the Lease, Sublease or any other agreement between Sublandlord and Subtenant or for any default of Sublandlord under any such documents which occurred prior to such sale, conveyance or terminationthe effective date of the attornment; (iic) subject to any offset, abatement defenses or reduction of rent because of any default of Landlord under this Master Lease occurring offsets that Subtenant may have against Sublandlord which arose prior to such sale, conveyance or terminationthe effective date of the attornment; (iiid) bound by any previous modification changes or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (modifications made to the extent such approval was required at Sublease without the time written consent of such amendment Landlord, (e) obligated in any manner with respect to the transfer, delivery, use or modification condition of any furniture, equipment or prepayment under other personal property in the terms Sublet Premises which Sublandlord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the Subtenant during the term of the applicable Facility Mortgage Documents) orSublease, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivf) liable for the payment of any security deposit improvement allowance, or any other collateral deposited payment, credit, offset or delivered amount due from Sublandlord to Subtenant under the Sublease. If Landlord does not elect to have Subtenant attorn to Landlord pursuant as described above, the Sublease and all rights of Subtenant in the Sublet Premises shall terminate upon the date of termination of the Lease or Sublandlord’s right to possession thereunder. The terms of this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSection 9 supersede any contrary provisions in the Sublease.

Attornment. If Landlord’s interest Tenant covenants and agrees that, if by reason of a default upon the part of the Landlord as tenant under any underlying lease in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise performance of any remedy provided for in any Facility Mortgage Documents (of the terms or in lieu provisions of such exercise)underlying lease or if for any other reason of any nature whatsoever, such underlying lease and the leasehold estate of Landlord as tenant thereunder is terminated by summary proceedings or otherwise in accordance with the terms of such underlying lease or if such underlying lease and such leasehold estate is terminated through foreclosure proceedings brought by operation the holder of law: (a) at any mortgage to which such underlying lease is subject or subordinate, Tenant shall attorn to the request and option of landlord under such underlying lease or the new owner or superior lessorpurchaser in such foreclosure proceedings, as the case may be, Tenant and shall attorn to and recognize such landlord or such purchaser, as the new owner or superior lessor case may be, as the Tenant’s “landlord” 's Landlord under this Master Lease lease, unless the landlord under such underlying lease or enter into a new the holder of any such mortgage in any proceedings shall elect in connection therewith to terminate this lease substantially and the right of Tenant to the possession of the premises demised hereby. Tenant agrees to execute and deliver at any time and f rom time to time upon the request of Landlord, or of the landlord under any such underlying lease, any instrument, which may be necessary or appropriate to evidence such attornment and tenant hereby appoints Landlord its attorney- in- fact, irrevocable and coupled with an interest, to execute and deliver, for and on behalf of Tenant, any such instrument. Tenant further waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this lease or to surrender possession of the premises demised hereby in the form event such underlying lease terminates or any such proceeding is brought by the landlord under any such underlying lease or by the holder of any such mortgage and agrees that, unless and until any such landlord or the holder of any such mortgage, shall elect to terminate this Master Lease with lease and to extinguish the new owner or superior lessor, and leasehold estate of the Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor hereunder this lease shall not be (i) liable for affected in any act or omission of Landlord under this Master Lease occurring prior to way whatsoever by any such sale, conveyance proceeding or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s the interest in of Landlord is transferred to any person (a “Transferee”) by reason of the Leased Property termination or any portion thereof foreclosure, or interest therein is soldproceedings for enforcement, conveyed of an Encumbrance, or terminated upon the exercise by delivery of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exercise)foreclosure or proceedings, or otherwise by operation Tenant will immediately and automatically attorn to the Transferee. Upon attornment this Lease will continue in full force and effect as a direct lease between the Transferee and Tenant, upon all of lawthe same terms, conditions and covenants as stated in this Lease, except that the Transferee will not be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of any prior landlord, including Landlord (but such exemption will not excuse the Transferee from the performance of any obligations of the landlord under this Master Lease occurring prior required to such sale, conveyance or terminationbe performed subsequent to the transfer to the Transferee); (iib) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord, including Landlord (excluding any express right of abatement or reduction of rent because of any default of Landlord granted under this Master Lease occurring prior Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the Transferee (the “Foreclosing Lender”) was afforded any notice and cure rights to which it was entitled under Section 22.1 with respect to the matter that gave rise to such sale, conveyance or terminationexpress right of abatement); (iiic) bound by any previous modification Rent or amendment advance Rent which Tenant might have paid for more than the current month or the next succeeding month to this Master Lease any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of the Security Deposit or any previous prepayment of more than one month’s rentother security or advance rental deposit made by Tenant, unless such modificationexcept to the extent the same is paid over to the Transferee (provided that, except as set forth in Section 23.2, Tenant shall not be obligated to pay for any additional or replacement Security Deposit); or (e) bound by any termination, amendment or prepayment shall have been approved in writing modification of this Lease (other than one expressly contemplated by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of this Lease and effected according to such prepaymentexpress terms, such prepayment of rent has actually been delivered as termination by Landlord due to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice a Default by Tenant) made without the written consent of the Facility Mortgage Foreclosing Lender. Tenant agrees, upon request by and without cost to the identity Transferee, to promptly execute and address of deliver to the Facility Mortgagee; or (ivTransferee such instrument(s) liable for any security deposit or other collateral deposited or delivered as may be reasonably required to Landlord pursuant to this Master Lease unless evidence such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest in the Leased Property Premises is transferred to or acquired by a Fee Mortgagee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents purchaser at a foreclosure sale (or in lieu of such exercisea “Foreclosure Purchaser”), (i) Tenant shall be bound to such Fee Mortgagee or otherwise by operation Foreclosure Purchaser under the terms of law: this Lease, (aii) at the request and option of the new owner Tenant shall thereafter attorn to such Fee Mortgagee or superior lessorForeclosure Purchaser, as the case may belandlord hereunder, after it is notified of such transfer, unless this Lease is terminated in accordance with the provisions contained in this Lease, and (iii) such Fee Mortgagee or Foreclosure Purchaser shall be bound by all of the terms of this Lease that are applicable to Landlord and shall, subject to the other terms of this section, satisfy all of Landlord’s obligations and liabilities hereunder. The foregoing provision shall be self-operative; provided, however, Tenant shall attorn shall, upon written demand, execute documentation confirming the matters set forth in this section. Any Fee Mortgagee or Foreclosure Purchaser succeeding to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially interest of Landlord in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Premises shall not be (i) bound by any payment of Rent made by Tenant more than one (1) month in advance, (ii) liable for due to any act or omission of a prior landlord (including, without limitation, Landlord), provided to the extent any default by Landlord under this Master Lease occurring prior to is continuing, such saleFee Mortgagee or Foreclosure Purchaser, conveyance or termination; as applicable, shall be responsible for curing the same after it acquires Landlord’s interest in the Premises, (iiiii) subject to any offset, abatement offsets or reduction defenses of rent because of any default of Landlord under this Master Lease occurring Tenant arising or related to periods prior to the date the Fee Mortgagee or Foreclosure Purchaser acquires such saleinterest, conveyance or termination; (iiiiv) responsible for any security or other deposit not transferred to it or (v) bound by any previous modification amendment of this Lease that is not approved by it, in writing, or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved is not in writing and signed both by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage Xxxxxx and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLandlord.

Attornment. If Landlord’s interest the interests of Lessor under this Lease are transferred by reason of, or assigned in the Leased Property lieu of, foreclosure or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise other proceedings for enforcement of any remedy provided for in any such Facility Mortgage Documents (or in lieu Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in with such party, as landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s interest in the Leased Property Premises is transferred to or acquired by a Fee Mortgagee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents purchaser at a foreclosure sale (or in lieu of such exercisea “Foreclosure Purchaser”), (i) Tenant shall be bound to such Fee Mortgagee or otherwise by operation Foreclosure Purchaser under the terms of law: this Lease, (aii) at the request and option of the new owner Tenant shall thereafter attorn to such Fee Mortgagee or superior lessorForeclosure Purchaser, as the case may belandlord hereunder, after it is notified of such transfer, unless this Lease is terminated in accordance with the provisions contained in this Lease, and (iii) such Fee Mortgagee or Foreclosure Purchaser shall be bound by all of the terms of this Lease that are applicable to Landlord and shall, subject to the other terms of this section, satisfy all of Landlord’s obligations and liabilities hereunder. The foregoing provision shall be self-operative; provided, however, Tenant shall attorn shall, upon written demand, execute documentation confirming the matters set forth in this section. Any Fee Mortgagee or Foreclosure Purchaser succeeding to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially interest of Landlord in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Premises shall not be (i) bound by any payment of Rent made by Tenant more than one (1) month in advance, (ii) liable for due to any act or omission of a prior landlord (including, without limitation, Landlord), provided to the extent any default by Landlord under this Master Lease occurring prior to is continuing, such saleFee Mortgagee or Foreclosure Purchaser, conveyance or termination; as applicable, shall be responsible for curing the same after it acquires Landlord’s interest in the Premises, (iiiii) subject to any offset, abatement offsets or reduction defenses of rent because of any default of Landlord under this Master Lease occurring Tenant arising or related to periods prior to the date the Fee Mortgagee or Foreclosure Purchaser acquires such saleinterest, conveyance or termination; (iiiiv) responsible for any security or other deposit not transferred to it or (v) bound by any previous modification amendment of this Lease that is not approved by it, in writing, or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved is not in writing and signed both by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLandlord.

Attornment. If Landlord’s interest in Tenant, for itself and its subtenants, agrees that (i) upon delivery to Landlord of the Leased Property written election of the beneficiary or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise beneficiaries of any remedy provided for in any Facility Mortgage Documents (mortgage or in lieu deed of trust encumbrance affecting the Premises which is superior to this Lease, that such exercise)encumbrance shall be deemed subordinate to this Lease, or otherwise by operation of law: (a) at this Lease shall, without the request and option necessity of any further consideration or action whatsoever, be deemed superior to such encumbrance, whether this Lease was executed before or after the new owner or superior lessorexecution of such encumbrance, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner beneficiary or superior lessor beneficiaries of such encumbrance shall not be have the same rights with respect to this Lease as if this Lease had been executed and delivered prior to execution and delivery of such encumbrance and had thereafter been assigned to such beneficiary or beneficiaries and (ib) liable for if, by reason of Landlord's default under any act encumbrance now or omission hereinafter affecting the Premises in any way, any or all of Landlord's right, title or interest in and to the Premises is terminated, Tenant (a) shall waive all rights at law or in equity now or hereafter in effect to terminate this Lease and surrender possession of the Premises, (b) shall attorn to the transferee, whether by foreclosure, judicial or trustees' sale, deed in lieu of foreclosure or otherwise, of any or all of Landlord's right, title or interest in or to the Premises, (c) shall recognize such transferee and its transferees as a Landlord under this Master Lease occurring prior Lease, and (d) shall execute and deliver to Landlord and to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepaymenttransferee and its transferees within 10 days after Landlord, such prepayment of rent has actually been delivered transferee or its transferees, provides Tenant with written notice to such new owner or superior lessor or in either casedo so, such modificationdocuments and take such further action as Landlord, amendment such transferee and its transferees may deem necessary or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; advisable to effect or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless maintain such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord’) to perform any obligations of Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, unless the same represent a continuing covenant of the Landlord, such as the obligation to repair and maintain certain aspects of the Property, but only to the extent such failure continues from and after the date when Purchaser acquires the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance of the due date therefor to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material terms of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest. In the event that any liability of Purchaser does arise pursuant to this Agreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for and shall in any Facility Mortgage Documents (or in lieu of no event exceed such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorinterest.

Attornment. If Landlord’s interest in Tenant shall attorn to, and recognize as Tenant's landlord under the Leased Property Lease, Lender or any portion thereof other person who may acquire title to the Property upon foreclosure of the Deed of Trust or interest therein is soldby conveyance in lieu of such foreclosure. The provisions of this paragraph shall be self-executing and no further writing or other formal act of attornment shall be required, conveyed or terminated but Tenant shall, upon the exercise request of any remedy provided for person so acquiring title to the Property, execute and deliver to such person an instrument in recordable form acknowledging such attornment, but not otherwise modifying or amending Tenant's obligations under the Lease. From and after any Facility Mortgage Documents (such attornment, Lender or any other person who may acquire title to the Property upon or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option a foreclosure of the new owner Deed of Trust shall be bound to Tenant under all of the terms, covenants and conditions of the Lease; provided, however, that Lender or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor other person shall not be (ia) liable for any act or omission of Landlord under this Master Lease occurring any prior to such sale, conveyance or terminationlandlord (including Landlord); (iib) bound by Tenant's payment to any prior landlord (including Landlord) under the Lease of any rents beyond that due for the then-current rent period; (c) liable for the return or application of any security deposits unless Landlord delivers such deposits to Lender or such other person; (d) bound by any amendment or modification to the Lease made without Lender's written consent, which consent shall not be unreasonably withheld; or (e) subject to any offset, abatement offsets or reduction of rent because of deficiencies which Tenant might be entitled to assert against any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; landlord (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorincluding Landlord).

Attornment. If Landlord’s interest in the Leased Property 7. If, at any time GECC (or any portion thereof person, or such person's successors or assigns, who acquire the interest therein is soldof the Landlord under the Lease through foreclosure action of the Deed of Trust, conveyed or terminated upon a transfer of the exercise of any remedy provided for in any Facility Mortgage Documents (or Property by conveyance in lieu of foreclosure, or otherwise) shall succeed to the rights of the Landlord under the Lease as a result of a default or event of default under the Mortgage, and if the Tenant is not then in default under the Lease (beyond the time permitted therein, if any, to cure such exercisedefault), or otherwise by operation of law: then (a) at the request and option Lease shall not terminate, (b) upon receipt by Tenant of the new owner or superior lessor, as the case may bewritten notice of such succession, Tenant shall attorn to and recognize such person as succeeding to the new owner rights of the Landlord under the Lease (herein sometimes called "Successor Landlord"), upon the terms and conditions of the Lease, and (c) Successor Landlord shall accept such attornment and recognize Tenant as the Successor Landlord's tenant under the Lease. Upon such attornment and recognition, the Lease shall continue in full force and effect as, or superior lessor as Tenant’s “landlord” if it were, a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants (including any right under this Master the Lease or enter into a new lease substantially on the part of the Tenant to extend the term of the Lease) as are set forth in the form of this Master Lease with and which shall be applicable after such attornment and recognition. Notwithstanding anything to the new owner contrary set forth herein, GECC or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor Landlord shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such saleany previous landlord, conveyance or termination; including the Landlord, (ii) subject to any offset, abatement defense or reduction of rent because of counterclaim which Tenant might be entitled to assert against any default of Landlord under this Master Lease occurring prior to such saleprevious landlord, conveyance or termination; including the Landlord, (iii) bound by any previous modification payment of rent or amendment additional rent made by the Tenant to this Master Lease or any previous prepayment of landlord (including the Landlord) for more than one month’s rent(1) month in advance, unless such modificationthe same was paid to and received by the Successor Landlord, amendment or prepayment shall have been approved in writing (iv) bound by such Facility Mortgagee (to the extent such approval was required at the time of such any amendment or modification of the Lease hereafter made without the written consent of GECC, or prepayment (v) liable for any deposit that Tenant may have given to any previous landlord (including the Landlord) which has not been transferred to the Successor Landlord. Further, notwithstanding anything to the contrary set forth herein, the liability of GECC for any obligations under the Lease shall be limited to GECC's interest in the Property. GECC shall not have any liability or responsibility under or pursuant to the terms of the applicable Facility Mortgage Documents) or, Lease after it ceases to own an interest in or to the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorProperty.

Attornment. If Landlord’s interest in Lender obtains title to the Leased Property by foreclosure or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or deed in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beforeclosure, Tenant shall attorn to Lender and recognize Lender as the new owner landlord under the Lease for the unexpired term of the Lease. Such attornment shall be effective without Lender being (a) subject to any offsets or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form defenses arising out of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any prior act or omission of Landlord (but the foregoing shall not limit either (i) Tenant’s right to exercise against Lender any offset rights otherwise available to Tenant under this Master the Lease because of events occurring prior to such saleafter the date of attornment, conveyance or termination; (ii) subject Lender’s obligation to correct any offsetconditions that existed as of the date of attornment and violated Lender’s obligations as successor landlord under the Lease), abatement (b) liable for any prior act or reduction omission of rent because of any default of Landlord under this Master Lease occurring prior to such saleLandlord, conveyance or termination; (iiic) bound by any previous modification amendment, modification, or amendment waiver of any of the provisions of the Lease, or by any separate agreement between Landlord and Tenant relating to this Master the Property, unless any such action was taken with the prior written consent of Lender, (d) liable for the return of any security or other deposit unless the deposit has been paid to Lender, or (e) bound by any payment of rent or other monthly payment under the Lease or any previous prepayment of made by Tenant more than one month’s rentmonth in advance of the due date, unless the same was paid to, and received by, Xxxxxx. Lender and Tenant specifically agree that the right of first offer contained in Section 10.5 of the Lease shall not be triggered by or eliminated by any foreclosure or deed in lieu of foreclosure, that such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (right of first offer will not terminate upon Lender obtaining title to the extent Property by foreclosure or deed in lieu of foreclosure, and that such approval was required at right of first offer shall continue to be recognized after foreclosure or deed in lieu of foreclosure. Lender and Tenant specifically agree that the time option to purchase contained in Section 10.6 of the Lease shall not be triggered by or eliminated by any foreclosure or deed in lieu of foreclosure, that such amendment option to purchase will not terminate upon Lender obtaining title to the Property by foreclosure or modification deed in lieu of foreclosure, and that such option to purchase shall continue to be recognized after foreclosure or prepayment deed in lieu of foreclosure. Lender’s obligations as landlord under the terms Lease after obtaining title to the Property by foreclosure or deed in lieu of the applicable Facility Mortgage Documents) or, foreclosure shall terminate upon Xxxxxx’s subsequent transfer of its interest in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorProperty.

Attornment. If Landlord’s 's interest in the Leased Property or any portion thereof or interest therein is soldacquired by a beneficiary under a deed of trust, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)a mortgagee, or otherwise by operation of law: (a) a purchaser at the request and option of the new owner or superior lessor, as the case may bea foreclosure sale, Tenant shall attorn to the transferee of, or successor to, Landlord's interest in the Property and shall recognize the new owner such transferee or superior lessor successor as Tenant’s “landlord” Landlord under this Master Lease or enter into a new lease substantially in Lease, and such transferee shall be bound to Tenant under all of the form terms of this Master Lease with Lease. Tenant, shall, from and after the new owner occurrence of the preceding events, have the same remedies that Tenant might have had against Landlord provided, however, that any such beneficiary, mortgagee or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor purchaser shall not be (i) liable to Tenant for damages for any act acts or omission omissions of Landlord under this Master Lease or any prior landlord occurring prior to such saleobtaining possession, conveyance or termination; (ii) subject to any offsetoffsets, abatement claims or reduction defenses which Tenant might have against Landlord or any prior landlord which arise by virtue of rent because of any default of Landlord under this Master Lease acts or omissions occurring prior to the date such salebeneficiary, conveyance mortgagee or termination; purchaser obtains title, (iii) bound by any previous modification rent or amendment additional rent which Tenant may have paid to this Master Lease Landlord or any previous prepayment of prior landlord more than one month’s rent, (1) month in advance or by any deposit or rental security unless such modification, amendment or prepayment shall funds therefor have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner beneficiary, mortgagee or superior lessor or in either casepurchaser, such modification, (iv) bound by any amendment or prepayment occurred before Landlord provided modification made without the prior consent of the holder of the mortgage or deed of trust that was foreclosed, (v) obligated or liable to Tenant with notice respect to the construction and completion of the Facility Mortgage and initial improvements in the identity and address Premises for Tenant's use, enjoyment or occupancy, except that Tenant shall have the right to terminate this Lease upon five (5) days written notice if such mortgagee or holder of a deed of trust fails to pay the Facility Mortgagee; Allowance contemplated by the Landlord's Work Agreement, or to complete the improvements required thereby, or (ivvi) liable for any security deposit damages Tenant may suffer as a result of any misrepresentation or other collateral deposited breach of warranty of Landlord. Tenant waives the protection of any statute or delivered rule of law which gives or purports to Landlord pursuant give Tenant any right to terminate this Master Lease unless or surrender possession of the Property upon the transfer of Landlord's interest. Tenant, within fifteen (15) days following Landlord's written request, agrees to execute and deliver, without any charge, any and all documents evidencing such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment and recognition, as reasonably requested by Landlord.

Attornment. If Landlord’s interest in The party secured by any such mortgage or deed of trust ---------- or the Leased Property or any portion purchaser at foreclosure thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of such exercise)thereof (collectively, or otherwise by operation of law: (a"Subsequent Purchaser") at the request shall recognize this Lease, provided, however, that Tenant shall not be in default beyond any applicable cure period herein, and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor Subsequent Purchaser as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of its Landlord under this Master Lease occurring Lease, and will execute, acknowledge and deliver promptly upon request of Landlord or such mortgagee or any other Subsequent Purchaser (at or prior to the foreclosure) any instrument which in the opinion of such saleparty requesting same is necessary or appropriate to evidence such attornment by Tenant and/or the subordination of such mortgage or deed of trust to this Lease. Also, conveyance the failure of Tenant to execute and deliver such certificate or termination; (ii) subject certificates shall be a default under this Lease and basis for Landlord to any offset, abatement or reduction exercise its rights and remedies under the provisions of rent because the Paragraph of this Lease entitled "DEFAULTS AND REMEDIES". The Tenant hereby waives the provisions of any default statue or rule of Landlord under law, now or hereafter existing, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, and Tenant's obligations hereunder in the case event of any such prepaymentforeclosure or conveyance in lieu of foreclosure. Tenant agrees that neither the cancellation nor termination of any ground or underlying lease to which this Lease is now or may hereafter become subject or subordinate shall by operation of law or otherwise result in cancellation or termination of this Lease, and in such prepayment of rent has actually been delivered to event this Lease shall continue as a direct lease between Tenant and such new owner or superior ground lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorits successor .

Attornment. If Landlord’s interest Mortgagee hereby acknowledges and agrees that the liens granted herein are subject to the rights of certain lessees under the leases as disclosed in the Leased Property or Credit Agreement set forth on and will be subject to the rights of lessees under any portion thereof or interest therein is soldLeases entered into by Mortgagor after the date hereof which are permitted as Permitted Liens pursuant to the Credit Agreement, conveyed or terminated upon subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Mortgagee of any remedy of its rights hereunder, nor shall any such tenant be in any way deprived of its rights under the applicable Lease except in accordance with the terms of such Lease. In the event that Mortgagee succeeds to the interest of Mortgagor under a Lease, such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Mortgagee or pursuant to the judgment of any court in an action to enforce the remedies provided for in any Facility this Mortgage Documents (or in lieu shall be made subject to such Lease and the rights of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility tenant expressly set forth thereunder. If Mortgagee (succeeds to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.interests of

Attornment. If Landlord’s interest Grantee hereby acknowledges and agrees that the liens granted herein are subject to the rights of certain lessees under the Leases as disclosed in the Leased Property or Credit Agreement and will be subject to the rights of lessees under any portion thereof or interest therein is soldLeases entered into by Grantor after the date hereof which are permitted as Permitted Real Estate Liens pursuant to the Credit Agreement, conveyed or terminated upon subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Grantee of any remedy of its rights hereunder, nor shall any such tenant be in any way deprived of its rights under the applicable Lease except in accordance with the terms of such Lease. In the event that Grantee succeeds to the interest of Grantor under a Lease, such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Grantee or pursuant to the judgment of any court in an action to enforce the remedies provided for in any Facility Mortgage Documents (or in lieu this Deed shall be made subject to such Lease and the rights of such exercise)tenant expressly set forth thereunder. If Grantee succeeds to the interests of Grantor in and to the applicable leased premises or under such Lease or enters into possession of such leased premises, or otherwise by operation of law: (a) at the request Grantee, and option such tenants, shall be bound to each other under all of the new owner or superior lessorexpress terms, covenants and conditions of such Lease, as if the case may be, Tenant shall attorn to and recognize Grantee was originally the new owner or superior Grantor as lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthereunder.

Attornment. If Landlord’s interest Tenant must, in the Leased Property event of a sale, transfer or assignment by Landlord of the Demised Premises or any portion thereof or interest therein is soldof this Lease, conveyed or terminated upon in the event any proceedings are brought for the foreclosure of any mortgage, deed of trust or other encumbrance or lien now or hereafter encumbering the Demised Premises or any portion thereof (a "Mortgage") or in the event of an exercise of the power of sale under any remedy provided for Mortgage (including, without limitation, on the foreclosure of a Mortgage by the Mortgagee, such Mortgagee or its successors and assigns, to whom, Tenant acknowledges, Mortgagee, or its successors and assigns, as applicable, may transfer all of their rights in any Facility Mortgage Documents (or in lieu and to the Lease without a need to obtain the consent of such exerciseTenant), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner such transferee, purchaser or superior lessor Mortgagee (as Tenant’s “landlord” such term is defined below in this Section 19.1) as Landlord under this Master Lease (a "Successor Landlord"), and promptly execute and deliver any instrument that such Successor Landlord may reasonably request and prepare to evidence such attornment. Upon such attornment, this Lease or enter into such parts hereof to which the Successor Landlord succeeded, shall continue in full force and effect as a new direct lease substantially in between the form of this Master Lease with the new owner or superior lessor, Successor Landlord and Tenant shall take upon all of the terms, conditions and covenants as are set forth in this Lease and as are relevant to such actions interest. Notwithstanding the foregoing, as to confirm the foregoing within ten mortgagee under any Mortgage (10"Mortgagee") days after request; and (b) or a purchaser at a foreclosure or other sale under the new owner or superior lessor shall not be Mortgage, such Successor Landlord is not: (i) liable for any act or omission prior breach of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offset, abatement offset which theretofore may have accrued to Tenant against Landlord; or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one (1) month’s 's rent, unless such modification, amendment modification or prepayment shall have been was made prior to the making of such Mortgage or was made pursuant to the express provision of this Lease or was expressly approved in writing by such Facility the Mortgagee (through which the Successor Landlord succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. A. If Landlord’s interest in the Leased Property interests of Lessor shall be transferred to and owned by any Lender Party by reason of foreclosure or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or other proceedings brought in lieu of such exercise)or pursuant to a foreclosure, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rentother manner, unless such modificationand, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent not prohibited or altered by federal regulations, such approval was required at Lender Party succeeds to the time interest of the Lessor under the Lease, Lessee agrees that Lessee shall be bound to such Lender Party under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if such Lender Party were the landlord under the Lease, and Lessee does hereby attorn to such Lender Party as its landlord, said attornment to be effective and self-operative immediately upon such Lender Party succeeding to the interest of the Lessor under the Lease without the execution of any further instruments on the part of any of the parties hereto; provided, however, that Lessee shall be under no obligation to pay rent to such Lender Party by reason of such amendment or modification or prepayment attornment until Lessee receives written notice from such Lender Party that such party has succeeded to the interest of the Lessor under the Lease. Each Lender Party agrees that Lessee’s compliance with the terms of such written notice shall not result in any liability of Lessee. The respective rights and obligations of Lessee and the Lender Party upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, and where not in conflict with the terms of the applicable Facility Mortgage Loan Documents) or, in the case Act, or any federal regulation, where the terms of such prepaymentLoan Documents, such prepayment of rent has actually been delivered to such new owner the Act, or superior lessor or in either casefederal regulation shall control, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice shall be and are the same as set forth therein; it being the intention of the Facility Mortgage parties hereto for this purpose to incorporate the Lease in this Agreement by reference with the same force and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessoreffect as if set forth at length herein.

Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (i) attorn to such party and recognize perform for its benefit all the new owner or superior lessor as terms, covenants and conditions of this Lease on Tenant’s “landlord” under part to be performed with the same force and effect as if such party were the landlord originally named in this Master Lease Lease, or (ii) enter into a new lease substantially New Lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions as this Lease, except that such successor landlord shall not in the form case of this Master Lease with the new owner clause (i) or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10ii) days after request; and (b) the new owner or superior lessor shall not be (iw) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iix) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iiiy) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (ivz) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s the interest in of Landlord is transferred to any person (a "Transferee") by reason of the Leased Property termination or any portion thereof foreclosure, or interest therein is soldproceedings for enforcement, conveyed of an Encumbrance, or terminated upon the exercise by delivery of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exercise)foreclosure or proceedings, or otherwise by operation Tenant will immediately and automatically attorn to the Transferee. Upon attornment this Lease will continue in full force and effect as a direct lease between the Transferee and Tenant, upon all of lawthe same terms, conditions and covenants as stated in this Lease, except that the Transferee will not be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of an prior landlord, including, Landlord (but such exemption will not excuse the Transferee from the performance of any obligations of the landlord under this Master Lease occurring prior required to such salebe performed subsequent to the transfer to the Transferee)-, conveyance or termination; (iib) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord, including, Landlord (excluding, any express right of abatement or reduction of rent because of any default of Landlord granted under this Master Lease occurring prior Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the Transferee (the "Foreclosing Lender") was afforded any notice and cure rights to which it was entitled under Section 20.1 with respect to the matter that gave rise to such sale, conveyance or terminationexpress right of abatement); (iiic) bound by any previous modification Rent or amendment advance Rent which Tenant might have paid for more than the current month or the next succeeding month to this Master Lease any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of the Security Deposit or any previous prepayment of more than one month’s rentother security or advance rental deposit made by Tenant, unless such modificationexcept to the extent the same is paid over to the Transferee; or (e) bound by any termination, amendment or prepayment shall have been approved in writing modification of this Lease (other than one expressly contemplated by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of this Lease and effected according to such prepaymentexpress terms, such prepayment of rent has actually been delivered as termination b, Landlord due to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice a Default by Tenant) made without the written consent of the Facility Mortgage Foreclosing Lender. Tenant agrees, upon request by and without cost to the identity Transferee, to promptly execute and address of deliver to the Facility Mortgagee; or (ivTransferee such instrument(s) liable for any security deposit or other collateral deposited or delivered as may be reasonably required to Landlord pursuant to this Master Lease unless evidence such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (i) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (ii) enter into a new lease substantially in the form of this Master New Lease with such party, as landlord, pursuant to Section 40 hereof for the new owner or superior lessorremaining Term and otherwise on the same terms and conditions as this Lease, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (iw) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iix) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iiiy) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (ivz) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If Landlord’s Grantee hereby acknowledges and agrees that the security title and security interest granted herein are subject to the rights of certain lessees under the Leases as disclosed in the Leased Property or Credit Agreement and will be subject to the rights of lessees under any portion thereof or interest therein is soldLeases entered into by Grantor after the date hereof which are permitted as Permitted Real Estate Liens pursuant to the Credit Agreement, conveyed or terminated upon subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Grantee of any remedy of its rights hereunder, nor shall any such tenant be in any way deprived of its rights under the applicable Lease except in accordance with the terms of such Lease. In the event that Grantee succeeds to the interest of Grantor under a Lease, such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Grantee or pursuant to the judgment of any court in an action to enforce the remedies provided for in any Facility Mortgage Documents (or in lieu this Deed shall be made subject to such Lease and the rights of such exercise)tenant expressly set forth thereunder. If Grantee succeeds to the interests of Grantor in and to the applicable leased premises or under such Lease or enters into possession of such leased premises, or otherwise by operation of law: (a) at the request Grantee, and option such tenants, shall be bound to each other under all of the new owner or superior lessorexpress terms, covenants and conditions of such Lease, as if the case may be, Tenant shall attorn to and recognize Grantee was originally the new owner or superior Grantor as lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthereunder.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days Business Days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous material modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such material modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred 104 before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If Landlord’s interest in Upon the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise written request of any remedy provided for in any Facility Mortgage Documents (person or in lieu of such exercise), or otherwise by operation of law: (a) at party succeeding to the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission interest of Landlord under this Master Lease occurring prior Lease, Tenant shall automatically become the tenant of and attorn to such salesuccessor in interest without any change in any of the terms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, conveyance except payments of security for the performance by Tenant of Tenant’s obligations under this Lease, or termination; (iib) subject to any offset, abatement defense or reduction damages arising out of rent because a default or any obligations of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) preceding Landlord. Neither Landlord’s Mortgagee nor its successor in interest shall be bound by any previous modification or amendment to of this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have entered into after Tenant has been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with given written notice of the Facility Mortgage and the identity name and address of Landlord’s Mortgagee and without the Facility Mortgagee; written consent of Landlord’s Mortgagee or (iv) liable for such successor in interest. The subordination, attornment and mortgagee protection clauses of this Article 16 shall be self-operative and no further instruments of subordination attornment or mortgagee protection need be required by any security deposit Landlord’s Mortgagee or other collateral deposited successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or delivered consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments as may be requested to confirm the same. Tenant shall from time to time, if so requested by Landlord pursuant and if doing so will not materially and adversely affect Tenant’s economic interests under this Lease, join with Landlord in amending this Lease so as to this Master Lease unless such security deposit meet the needs or other collateral requirements of any lender that is considering making or that has actually been delivered to such new owner made a loan secured by all or superior lessorany portion of the Complex.