Common use of Attornment Clause in Contracts

Attornment. Following Termination of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractor.

Attornment. Following Termination If the interest of the Lease and Concession Agreement (Landlord shall be transferred to the Lender or if such Termination is disputed lawfully and in good faith any other person by Concessionaire, then upon a Final Decision declaring the termination reason of the Lease and Concession Agreement validLender's exercise of any of its rights or remedies under the Loan Documents, including, without limitation, the exercise of the power of sale under the Deed of Trust or other proceeding brought to enforce the rights of the holder of the Deed of Trust, by deed in lieu of foreclosure or by any other method (each such other persons being hereinafter referred to as a "Purchaser"), upon General Contractor’s receipt and the Lender or such Purchaser succeeds to the interest of notice from MDTA that Concessionaire has been the Lender in the Mortgaged Property, the Tenant shall be bound to the Lender or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelysuch Purchaser, and the Lender or such Purchaser shall be bound to the extent it assumes Tenant under all of the role terms, covenants, conditions and warranties under the Lease for the balance of a replacement contractor for Concessionaire a “Replacement Concessionaire”)the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option granted in the Lease, General Contractor willwith the same force and effect as if the Lender or such Purchaser were the Landlord under the Lease, subject and the Tenant does hereby attorn to the provisions of Section 3 of this AgreementLender or such 2 118 Purchaser as its landlord, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s said attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrumentinstruments on the part of any parties hereto immediately upon the Lender or such Purchaser succeeding to the interest of the Landlord in the Mortgaged Property. Upon any Without limiting the foregoing, within fifteen (15) business days after written request by the Lender or such Replacement Concessionaire’s requestPurchaser, General Contractor will the Tenant agrees to execute and deliver to the Lender or such Replacement Concessionaire person, any instrument of further assurance reasonably requested by the Lender or such Person to confirm and MDTA an instrument reasonably acceptable acknowledge such attornment. Notwithstanding anything to General Contractor acknowledging General Contractor’s attornment the contrary contained herein, the Tenant shall be under no obligation to and recognition of pay rent or any other charges due under the Lease to the Lender or such Replacement Concessionaire. Following Termination, upon Purchaser until the receipt by General Contractor Tenant receives written notice from the Lender or such Purchaser that it has succeeded to the interest of the notice contemplated by this Section, Landlord in the General Contract shall continue in full force Mortgaged Property (or that the Lender has exercised its rights under the Deed of Trust) and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractordirecting where such rent should be delivered.

Attornment. Following Termination To the extent expressly required under the leases in existence on the Issue Date, the Trustee, on behalf of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination Holders of the Lease Notes, hereby acknowledges and Concession Agreement valid), upon General Contractor’s receipt agrees that the Liens granted pursuant to the Security Documents are subject to the rights of notice from MDTA that Concessionaire has been or certain lessees under such leases (and expressly required thereunder) and will be replaced subject to the rights of lessees under any leases entered into by MDTA with one the Company or more Persons designated by MDTA any Subsidiary Guarantor after the date hereof which are permitted pursuant to act as a replacement for Concessionaire this Indenture (collectively, the "Leases") 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 unreasonably affected by the exercise by the Trustee (or the Collateral Agent or other representative of the Holders under any Security Document) of any of their rights under this Indenture or any of the Security Documents, nor shall any such tenant be in any other way deprived of its rights under the applicable lease except in accordance with the terms of such lease. In the event that the Trustee (or any Collateral Agent or other representative of the Holders under any Security Document) succeeds to the interest of the Company or any Subsidiary Guarantor under a Lease, such Lease shall not be terminated or affected thereby except as set forth herein or therein, and any sale of the applicable leased premises by the Trustee (or the Collateral Agent or other representative of the Holders under any Security Document) under or pursuant to the judgment of any court in an action to enforce the remedies provided for in the Indenture or any of the Security Documents shall be made subject to such Lease and the rights of such tenant expressly set forth thereunder. If the Trustee (or the Collateral Agent or other representative of the Holders under any Security Document) succeeds to the interests of the Company or a Subsidiary Guarantor in and to the extent it assumes applicable leased premises or under such lease or enters into possession of such leased premises, the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to Trustee or such Collateral Agent or other representative and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire tenants shall be effective bound to each other under all of the express terms, covenants and self-operative following Termination immediately upon General Contractor’s receipt conditions of such notice without lease, as if the execution Trustee or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to Collateral Agent or other representative was originally the Company or such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect Subsidiary Guarantor as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorlessor thereunder.

Attornment. Following Termination This Lease is subject and subordinate to the lien of all and any first Mortgages ("Mortgages" shall include both construction and permanent financing and shall include deeds of trust and similar security instruments, and "Mortgagee" shall include the Lease and Concession Agreement holder or holders (or, with respect to deeds of trust, the beneficiary or if beneficiaries) of any such Termination is disputed lawfully and in good faith by ConcessionaireMortgage or Mortgages) which may now or hereafter encumber or otherwise affect the real estate (including the Building) of which the demised premises form a part, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelyLandlord's interest therein, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”)all and any renewals, General Contractor willextensions, subject to the provisions of Section 3 of this Agreementmodifications, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditionedrecastings, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentrefinancings thereof; provided, and General Contractor's withholding of consent however, that this Lease shall not be considered unreasonable in such event. General Contractor’s attornment subject or subordinate to and recognition the lien of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt future first Mortgage unless the Tenant first receives a nondisturbance agreement from the Mortgagee in form satisfactory to Tenant. In confirmation of such notice without subordination, Tenant shall, at Landlord's request, promptly execute any requisite or appropriate certificates or other documents. Tenant hereby constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any such certificates for or on behalf of Tenant. Tenant agrees that in the execution or delivery event that any proceedings are brought for the foreclosure of any further instrument. Upon Mortgage, Tenant shall attorn to the purchaser at such foreclosure sale if requested to do so by such purchaser, and to recognize such purchaser as the Landlord under this Lease, and Tenant waives the provision 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 the obligations of Tenant hereunder in the event that any such Replacement Concessionaire’s requestforeclosure proceeding is prosecuted or completed. Notwithstanding the foregoing, General Contractor will execute and deliver Tenant agrees that the holder of any first Mortgage shall have the right to such Replacement Concessionaire and MDTA an instrument reasonably acceptable make this Lease superior to General Contractor acknowledging General Contractor’s attornment to and recognition the lien of such Replacement Concessionaire. Following Terminationfirst Mortgage, upon by the receipt by General Contractor filing of the notice contemplated by this Sectionsubordination statements or otherwise, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorTenant hereby consents to any such filing.

Attornment. Following Termination In the event of (a) a transfer of Landlord's interest in the Lease and Concession Agreement Leased Premises, (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring b) the termination of any ground or underlying lease of the Lease and Concession Agreement valid)Building or the land on which it is constructed, or both, or (c) the purchase of the Building or Landlord's interest therein in a foreclosure sale or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, upon General Contractor’s receipt demand by the owner of notice from MDTA that Concessionaire has been the Building or will be replaced by MDTA with one the land on which it is constructed, or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreementboth, attorn to and recognize any such Replacement Concessionaire the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this Lease for the balance then remaining of the Term, and thereafter this Lease shall continue as a substitute for Concessionaire under the General Contractdirect lease between such person, without any necessity for a consent as "Landlord," and Tenant, as "Tenant," except that such lessor, transferee or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent purchaser shall not be considered unreasonable liable for any act or omission of Landlord prior to such lease termination or prior to such person's succession to title, nor be subject to any offset, defense or counterclaim accruing prior to such lease termination or prior to such person's succession to title, nor be bound by any payment of Basic Rent or Additional Charges prior to such lease termination or prior to such person's succession to title for more than one (1) month in advance. Tenant shall, upon request by Landlord or the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section, provided any such eventinstrument or other document is in form and content as would be customary in the industry and does not materially modify or amend the terms and conditions of this lease. General Contractor’s attornment Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to and recognition give Tenant any right to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder, upon or us a result of the termination of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without ground or underlying lease or the execution or delivery completion of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute foreclosure and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorsale.

Attornment. Following Termination For the purposes of this Section, the term "Successor ---------- Landlord" shall mean the Superior Lessor or Superior Mortgagee if the same succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease by virtue of having purchased the Land and Concession Agreement (or if the Building at a foreclosure sale. At the request of a Successor Landlord and upon such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA Successor Landlord's written agreement to act as a replacement for Concessionaire (collectivelyaccept Tenant's attornment, and to not disturb Tenant's quiet possession of the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Premises, General Contractor will, subject to the provisions of Section 3 of this Agreement, Tenant shall attorn to and recognize any such Replacement Concessionaire Successor Landlord as a substitute for Concessionaire Tenant's Landlord under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor this Lease and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment. Upon such attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract Lease shall continue in full force and effect as a direct contractlease 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 shall not: (i) be liable for any previous act or omission of Landlord under this Lease; (ii) be subject to any offset, deficiency or defense which theretofore shall have accrued to Tenant against Landlord; (iii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month's Base Rent, unless such modification or prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the right of Landlord under this Lease; (iv) be liable for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises required under this Lease, or any expansion or rehabilitation of existing improvements upon the Premises, or for restoration of improvements following any casualty not required to be insured under this Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (v) be liable for the right and claim under this Lease in, to and upon any award or other compensation heretofore or hereafter to be made for any taking by eminent domain of any part of the Premises, and as to the right of disposition thereof, the same shall be in accordance with its the provisions of any Superior Lease or Superior Mortgage; (vi) be liable for any right and claim under this Lease in, to and upon any proceeds payable under all policies of fire and rent insurance upon the Premises and as to the right of disposition thereof, the same shall be in accordance with the terms of any Superior Lease or Superior Mortgage; (except as provided vii) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in this Agreement) the period between the Replacement Concessionaire recording of any Superior Mortgage and General Contractorthe execution of this Lease or any lien or judgment which may arise at any item under the terms of this Lease; or (viii) be liable for the return of any security deposit which was not actually transferred to the Successor Landlord.

Attornment. Following Termination In the event of (a) a transfer of Landlord's interest in the Lease and Concession Agreement Building, (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring b) the termination of any ground or underlying lease of the Lease and Concession Agreement valid)Building or the Land, upon General Contractor’s receipt or both, or (c) the purchase or other acquisition of notice from MDTA that Concessionaire has been the Building or will be replaced Landlord's interest therein in a foreclosure sale or by MDTA with one deed in lieu of foreclosure under any Mortgage or more Persons designated by MDTA pursuant to act as a replacement for Concessionaire (collectivelypower of sale contained in any Mortgage, and to then in any of such events Tenant shall, at the extent it assumes the role request of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this AgreementLandlord or Landlord's successor in interest, attorn to and recognize any such Replacement Concessionaire the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this Lease for the balance then remaining of the Term, and thereafter this Lease shall continue as a substitute for Concessionaire under the General Contractdirect lease between such Person, without any necessity for a consent as "Landlord," and Tenant, as "Tenant," except that such lessor, transferee or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent purchaser shall not be considered unreasonable liable for any act or omission of Landlord before such lease termination or before such Person's succession to title, nor be subject to any offset, defense or counterclaim accruing before such lease termination or before such Person's succession to title, nor be bound by any payment of Basic Rent or Additional Charges before such lease termination or before such Person's succession to title for more than one month in such eventadvance. General Contractor’s attornment Tenant shall, within ten days after request by Landlord or the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to and recognition give Tenant any right to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder, upon or as a result of the termination of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without ground or underlying lease or the execution or delivery completion of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute foreclosure and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorsale.

Attornment. Following Termination If Lender or any other subsequent purchaser of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring Property shall become the termination owner of the Lease and Concession Agreement valid), upon General Contractor’s receipt Property by reason of notice from MDTA that Concessionaire has been the foreclosure of the Security Instrument or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role acceptance of a replacement contractor for Concessionaire 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 “Replacement ConcessionairePurchaser”), General Contractor will, subject to and the provisions of conditions set forth in Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract 2 above have been paid to met at the General Contractor and time Purchaser becomes owner of the General Contractor has consented to contracting with Property, the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution terminated or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract affected thereby but shall continue in full force and effect as a direct contractlease 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 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 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, (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 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 Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease 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 Lease, except as otherwise specifically provided in this Agreement) between the Replacement Concessionaire and General Contractor.

Attornment. Following Termination In the event of the Lease and Concession Agreement (a termination of any ground or underlying lease, or if such Termination is disputed lawfully and the interest of Landlord under this Lease are transferred by reason of, or assigned in good faith by Concessionairelieu of, foreclosure or other proceedings for enforcement of any mortgage, or if the holder of ang mortgage acquires a lease in substitution therefore, then upon a Final Decision declaring the termination of the Tenant under this Lease and Concession Agreement valid)will, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been requtst made in writing by the lessor under such ground or underlying lease or such mortgagee or purchaser, assignee or lessee, as the case may be, either (i) attorn to it and will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement perform for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to its benefit all the provisions of Section 3 of this Agreement, attorn Lease on Tenant's part to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting be performed with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full same force and effect as a direct contractif said lessor, in accordance with its terms (except as provided such mortgagee or purchaser, assignee or lessee, were the Landlord originally named in this AgreementLease, or (ii) between enter into a new lease with said lessor or such mortgagee or purchaser, assignee or lessee, as Landlord, for the Replacement Concessionaire remaining term of this Lease and General Contractorotherwise on the same provisions with the same options, if any, then remaining. The foregoing provisions of clause (i) of this Section 20.02 shall inure to the benefit of such lessor, mortgagee, purchaser, assignee or lessee, shall be self-operative upon the exercise of such option, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such lessor, mortgagee, purchaser, assignee or lessee agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of this Section 20.02 reasonably satisfactory to any such lessor, mortgagee, purchaser, assignee or lessee and Tenant and Tenant's counsel, acknowledging such attornment and setting forth the covenants, agreements, terms, provisions and conditions of its tenancy provided same as in this Lease.

Attornment. Following Termination If at any time any Superior Lessor, Superior Mortgagee (each a “Senior Interest Holder”) or any other person or the successors or assigns of any of the Lease foregoing (such Senior Interest Holder and Concession Agreement (or if any such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA other person being herein collectively referred to act as a replacement for Concessionaire (collectively, and “Successor Landlord”) shall succeed to the extent it assumes rights of Landlord under this Lease, Tenant agrees, at the role election and upon the request of a replacement contractor for Concessionaire a “Replacement Concessionaire”)any such Successor Landlord, General Contractor willfrom time to time, subject fully and completely to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire Successor Landlord as a substitute for Concessionaire Tenant’s landlord under this Lease upon the General Contractthen executory terms of this Lease, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid such Successor Landlord shall agree in writing to accept Tenant’s attornment. The foregoing provisions of this Section 12.02 shall inure to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition benefit of any such Replacement Concessionaire Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease and shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of any such notice without request, and no further instrument shall be required to give effect to said provisions. Upon the execution or delivery request of any further instrumentsuch Successor Landlord, Tenant shall execute and deliver, from time to time, instruments reasonably satisfactory to any such Successor Landlord, in recordable form if requested, to evidence and confirm the foregoing provisions of this Section 12.02, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Upon any such Replacement Concessionaire’s requestattornment, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract Lease shall continue in full force and effect as a direct contractlease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease except that such Successor Landlord shall not be: (i) liable for any act or omission, negligence or default of any prior Landlord (but such Successor Landlord shall be subject to the continuing obligations the of the Landlord to the extent arising from and after such succession to the extent of such Successor Landlord’s interest in accordance with its terms the Building); (except ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against any prior Landlord; (iii) bound by the payment of any Base Rent or Additional Rent for more than one month in advance (unless actually received by such Successor Landlord); (iv) bound by any modification or amendment of this Lease unless such modification or amendment shall have been approved in writing by the Senior Interest Holder, of which Tenant has been given notice, through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease or unless the modification or amendment shall have occurred prior to the creation of such Senior Interest; (v) obligated to construct any improvements or to grant any credit toward the cost of any improvements; (vi) in the event of damage to the Building by fire or other casualty, obligated to repair the Premises or the Building or any part thereof beyond such repair as provided may be reasonably accomplished from the net proceeds of insurance actually made available to Landlord; (vii) in the event of partial condemnation, obligated to repair the Premises or the Building or any part thereof beyond such repair as may be reasonably accomplished from the net proceeds of any award actually made available to Landlord as consequential damages allocable to the part of the Premises or the Building not taken; or (viii) liable for or bound by any credits, claims, setoffs or defenses which Tenant may have against any prior Landlord. Nothing contained in this Agreement) between the Replacement Concessionaire and General ContractorSection 12.02 shall be construed to impair any right otherwise exercisable by any such Successor Landlord.

Attornment. Following Termination of If at any time prior to the Lease and Concession Agreement (expiration or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease this Lease, Superior Lessor or Superior Mortgagee or any person, or Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (Superior Lessor, Superior Mortgagee and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been any such peson or will be replaced by MDTA with one successor or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and assign succeeding to the extent it assumes the role rights of Landlord under this Lease by reason of Landlord's default under a Superior Lease or Superior Mortgage being herein collectively referred to as "Successor Landlord") shall succeed, through possession, surrender, assignment, subletting, foreclosure or delivery of a replacement contractor for Concessionaire a “Replacement Concessionaire”)new lease or deed or otherwise, General Contractor will, subject to the provisions rights of Section 3 Landlord under this Lease by reason of this AgreementLandlord's default under a Superior Lease or Superior Mortgage. Tenant agrees, attorn to at the election and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition upon request of any such Replacement Concessionaire Successor Landlord, as Tenant's Landlord under this Lease upon the then executory terms of this Lease; provided such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provisions of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the terminationof the Superior Lease or the foreclosure of the Superior Mortgage, shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of any such notice without the execution or delivery demand, an no further instrument shall be required to give effort to said provisions. Tenant, however, upon demand of any further instrument. Upon any such Replacement Concessionaire’s requestSuccessor Landlord, General Contractor will execute shall execute, from time to time, instruments to evidence and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition confirm the foregoing provisions of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the General Contract terms and conditions of its tenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant, such appointment being coupled with an interest. Upon such attornment this Lease shall continue in full force and effect as a direct contractlease between such Successor Landlord and Tenant upon all of the then executory terms of this Lease except that such Successor Landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modifiation or prepayment shall have been approved in accordance with its terms writing by Superior Lessor or Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of such Landlord under this Lease; (except iv) liable for any security deposited pursuant to this Leaseunless such security has actually been delivered to Successor Landlord; (v) obligated to repair the Premises or the Building or any part thereof in the event of total or substantial damage, beyond such repair as provided can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; (vi) obligated to repair the Premises or the Building or any part thereof in the event of partial condemnation, beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Premises or the Building not taken; or (vii) obligated toperform any work in order to prepare the Premises for Tenant's occupancy thereof. Nothing contained in this Agreement) between the Replacement Concessionaire and General ContractorSection shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee.

Attornment. Following Termination In the event of (i) a transfer of Landlord’s interest in the Lease and Concession Agreement Leased Premises, (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring ii) the termination of any ground or underlying lease or (iii) the Lease and Concession Agreement valid)purchase of the Leased Premises or Landlord’s interest therein in a foreclosure sale or by deed in lieu of foreclosure under any Mortgage or the purchase pursuant to a power of sale contained in any Mortgage, upon General Contractorthen in any of such events Tenant shall at Landlord’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreementrequest, attorn to and recognize any such Replacement Concessionaire the transferee or purchaser of Landlord’s interest or the lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this Lease for the balance then remaining of the Lease Term, and hereafter this Lease shall continue as a substitute for Concessionaire direct lease between such person as “Landlord”, and Tenant as “Tenant”. If the Landlord under the General Contract, without any necessity for a consent terminated ground or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not underlying lease shall be unreasonably withheld, conditionedan institutional lender, or delayed if the transferee or purchaser acquired Landlord’s interest pursuant to a foreclosure sale, Deed in lieu of foreclosure or power of sale under a Mortgage held by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentan institutional lender, and General Contractor's withholding of consent such lessor, transferee or purchaser shall not be considered unreasonable liable for any act or omission of Landlord prior to such lease termination or prior to such person’s succession to title, nor be subject to any offset, defense or counterclaim accruing prior to such lease termination or prior to such person’s succession to title for more than one month in such event. General Contractor’s attornment to and recognition advance, provided that Tenant is provided with sufficient notice of transfer, or by any modification of the Lease or any waiver, compromise, release or discharge of any obligation of Tenant hereunder unless such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution modification, waiver, compromise, release or delivery discharge of any further instrument. Upon any obligation of Tenant hereunder shall have been specifically consented to in writing by the lessor under such Replacement Concessionaire’s requestground or underlying lease or the mortgagee under said Mortgage, General Contractor will execute and deliver such person and each person succeeding to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractorperson’s attornment to and recognition interest in the Leased Premises shall not he liable for any warranty or guaranty of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by Landlord under this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorLease.

Attornment. Following Termination In the event of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring i) the termination of any ground lease of the Project or (ii) the purchase of the Premises or Landlord’s interest therein in a foreclosure sale or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, at the request of such transferee or purchaser of Landlord’s interest, attorn to and recognize the transferee or purchaser of Landlord’s interest or ground lease, as the case may be, as “Landlord” under this Lease for the balance then remaining of the Term, and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act thereafter this Lease shall continue as a replacement for Concessionaire (collectivelydirect Lease between such party, as “Landlord”, and to the extent it assumes the role of a replacement contractor for Concessionaire a Tenant, as “Replacement ConcessionaireTenant”), General Contractor willsubject, subject however, to the provisions of Section 3 18.3 below. Tenant shall send to each Mortgagee (after notification of the identity of such Mortgagee and the mailing address thereof) copies of all notices that Tenant sends to Landlord pursuant to this Lease; such notices to such Mortgagee shall be sent concurrently with the sending of the notices to Landlord and in the same manner as notices are required to be sent pursuant to Section 24.14 below. Tenant will accept performance of any provision of this AgreementLease by such Mortgagee as performance by, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full same force and effect as though performed by, Landlord. If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a direct contractperiod of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right until (A) Tenant gives notice of such act or omission to Landlord and to each such Mortgagee, and (B) a reasonable period of time for remedying such act or omission elapses following the time when such Mortgagee becomes entitled under such Mortgage to remedy same (which reasonable period shall in accordance with its terms (except no event be less than the period to which Landlord is entitled under this Lease or otherwise, after similar notice, to effect such remedy and which reasonable period shall take into account such time as provided in this Agreement) between the Replacement Concessionaire shall be required to institute and General Contractorcomplete any foreclosure proceedings).

Attornment. Following Termination Upon the written request of any person or party succeeding to the interest of Landlord under this Lease, Tenant shall automatically become the tenant of and attorn to such successor 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, except payments of security for the performance by Tenant of Tenant’s obligations under this Lease, or (b) subject to any offset, defense or damages arising out of 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 and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination entered into after Tenant has been given written notice of the Lease name and Concession Agreement valid)address of Landlord’s Mortgagee and without the written consent of Landlord’s Mortgagee or such successor in interest. Any transferee or successor-in-interest shall not be liable for any acts, upon General Contractor’s receipt omissions or defaults of notice from MDTA Landlord that Concessionaire has been occurred before the sale or will be replaced by MDTA with one conveyance, or more Persons designated by MDTA to act as a replacement the return of any security deposit except for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been deposits actually paid to the General Contractor and successor or transferee. Tenant agrees to give written notice of any default by Landlord to the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheldholder of any Mortgage. Tenant further agrees that, conditioned, before it exercises any rights or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due remedies under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentLease, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition the holder of any such Replacement Concessionaire 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 effective self–operative and self-operative following Termination immediately upon General Contractorno further instruments of subordination, attornment or mortgagee protection need be required by any Landlord’s receipt of such notice without the execution Mortgagee or delivery of any further instrumentsuccessor in interest thereto. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following TerminationNevertheless, upon the receipt 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 General Contractor Landlord 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 meet the needs or requirements of any lender that is considering making or that has made a loan secured by all or any portion of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorComplex.

Attornment. Following Termination If Lender forecloses the Mortgage or acquires title to the Property by deed-in-lieu of foreclosure, or in any other manner succeeds to the interest of Landlord under the Lease, or if Lender shall otherwise take possession of the Property, then upon receipt of written notice from Lender, the District shall attorn to Lender as its landlord under all of the terms, covenants and conditions of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring for the termination balance of the Lease term thereof remaining (and Concession Agreement validof any extensions thereof that may be effected in accordance with any option therefor), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA as set forth in the Lease, with one or more Persons designated by MDTA to act the same force and effect as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire if Lender were Landlord under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General ContractorLease. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s Such attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such written notice from Lender that Lender has succeeded to the interest of Landlord, whereupon the District shall recognize Lender, or any person claiming by through or under Lender, as the landlord under the Lease without the execution or delivery of any further instrument. Upon instruments on the part of any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated Parties. Provided no default by this Sectionthe District has occurred and is continuing, which default under the terms of the Lease would give Landlord (or Lender as successor in interest to Landlord) the right to terminate the Lease, the General Contract Lease shall at all times continue in full force and effect effect, and the respective rights and obligations of the District and Lender upon such attornment shall be governed by the Lease. If Lender requests, the District agrees to execute, acknowledge, and deliver to Lender any certificate or other instrument that Lender reasonably requests (in the District’s determination) to confirm such attornment at no cost or expense to the District. If the District requests, Lender covenants and agrees to execute a novation agreement in the form reasonably acceptable to the District that requests that the District recognize a name change or a successor in interest to the Lease. In connection with any attornment pertaining to an asset transfer, at the District’s request, Lender shall deliver to the District, as a direct contractapplicable, in accordance with its terms (except as provided in this Agreement) between each of the Replacement Concessionaire and General Contractor.following:

Attornment. Following Termination Upon the written request of any person or party succeeding to the interest of Landlord under this Lease, Tenant shall automatically become the tenant of and attorn to such successor 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, except payments of security for the performance by Tenant of Tenant's obligations under this Lease, or (b) subject to any offset, defense or damages arising out of 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 and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination entered into after Tenant has been given written notice of the Lease name and Concession Agreement valid)address of Landlord's Mortgagee and without the written consent of Landlord's Mortgagee or such successor in interest, upon General Contractor’s receipt not to be unreasonably withheld or delayed. Any transferee or successor-in-interest shall not be liable for any acts, omissions or defaults of notice from MDTA Landlord that Concessionaire has been occurred before the sale or will be replaced by MDTA with one conveyance, or more Persons designated by MDTA to act as a replacement the return of any security deposit except for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been deposits actually paid to the General Contractor and successor or transferee. Tenant agrees to give written notice of any default by Landlord to the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheldholder of any Mortgage. Tenant further agrees that, conditioned, before it exercises any rights or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due remedies under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentLease, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition other than Rent abatement as expressly provided herein, the holder of any such Replacement Concessionaire 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 effective and self-operative following Termination immediately upon General Contractor’s receipt and no further instruments of such notice without the execution subordination, attornment or delivery of mortgagee protection need be required by any further instrumentLandlord's Mortgagee or successor in interest thereto. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following TerminationNevertheless, upon the receipt written request therefor by General Contractor Landlord or Landlord's Mortgagee and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such commercially reasonable instruments as requested by Landlord or Landlord's Mortgagee 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 Lease, join with Landlord in amending this Lease so as to meet the needs or requirements of any lender that is considering making or that has made a loan secured by all or any portion of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorComplex.

Attornment. Following Termination Agent and Tenant agree that upon the conveyance of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith Property by Concessionaire, then upon a Final Decision declaring the termination reason of the Lease and Concession Agreement valid), upon General Contractor’s receipt foreclosure of notice from MDTA that Concessionaire has been the Mortgage or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role acceptance of a replacement contractor for Concessionaire a “Replacement Concessionaire”)deed or assignment in lieu of foreclosure or otherwise, General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt terminated or affected thereby if the Conditions above have been met or, if the conditions above have not been met at the time of such notice without transfer, at the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor option of the notice contemplated by this Section, transferee of the General Contract Property (the “Transferee”) but shall continue in full force and effect as a direct contractlease between the Transferee and Tenant upon all of the terms, 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, provided, however, that the provisions of the Loan Agreement and Mortgage shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and the 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) 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, (c) required to make any repairs to the Property or 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, (d) 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 offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord 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 its terms the Lease unless such sums are actually received by the Transferee, (except as provided g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in this Agreementadvance to any prior Landlord unless (i) between such sums are actually received by the Replacement Concessionaire and General ContractorTransferee or such sums are an estimated payment against annual pass-through charges, or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Agent’s prior written consent prior to the time the Transferee succeeded to Landlord’s interest or (j) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease.

Attornment. Following Termination In the event Lender or a transferee, assignee or purchaser from Lender becomes the owner of the Lease and Concession Agreement (Premises, by foreclosure, conveyance in lieu of foreclosure, deed under power of sale or if such Termination is disputed lawfully and in good faith by Concessionaireotherwise, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, Tenant shall attorn to and recognize any such Replacement Concessionaire Lender or the transferee, assignee or purchaser from Lender as a substitute for Concessionaire the landlord under the General ContractLease for the remainder of the term thereof, without any necessity and Tenant shall perform and observe its obligations thereunder, subject only to the terms and conditions of the Lease. Lender or a transferee, assignee or purchaser from Lender shall assume or become liable (subject to the limitations in this Paragraph 3) for a consent or approval from Concessionaire provided all amounts due Landlord's obligations under the General Contract have been paid Lease which liabilities and obligations arise or accrue from and after the date Lender or such transferee, assignee or purchaser from Lender becomes the owner of the Premises; provided, further, that if thereafter Lender or a transferee, assignee or purchaser from Lender shall sell the Premises and transfer the Lease to a third party who pursuant to a written agreement agrees to assume and perform all of the General Contractor duties and obligations of the General Contractor has consented landlord under the Lease, Lender or such transferee, assignee or purchaser from Lender (or its assignee, as applicable) shall be released from all further liability under the Lease arising after such transfer to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed and assumption by the General Contractorthird party. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract In no event shall constitute sufficient reason Lender or any transferee, assignee or purchaser from Lender be liable for General Contractor to withhold its consentany act, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition omission or default of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without prior Landlord; liable for the execution or delivery return of any further instrument. Upon security deposit; subject to any such Replacement Concessionaire’s request, General Contractor will execute and deliver offsets or defenses that Tenant might have against any prior Landlord; or bound by any rent or additional rent that Tenant may have paid more than one month in advance to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorany prior Landlord.

Attornment. Following Termination In the event that, by reason of the Lease and Concession Agreement (foreclosure of the mortgage for any reason or if such Termination is disputed lawfully and due to any exercise of a power of sale or as a result of the taking of a deed in good faith by Concessionairelieu of foreclosure, mortgagee or any successor or assignee of mortgagee succeeds to the interest of the Landlord under this Lease, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA the mortgagee or such successor or assignee that Concessionaire it has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and succeeded to the extent it assumes rights of the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Landlord under this Lease, General Contractor will, subject Tenant hereby agrees to the provisions of Section 3 of recognize mortgagee or such successor or assignee as Tenant's landlord under this Agreement, Lease and hereby agrees to attorn to and recognize any mortgagee or such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent successor or approval from Concessionaire provided all amounts due under the General Contract have been paid assignee. Said attornment is to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon other instrument immediately upon mortgagee or any such Replacement Concessionaire’s request, General Contractor will execute and deliver successor or assignee of mortgagee succeeding to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor rights of the notice contemplated by Landlord under the Lease, and this Section, the General Contract Lease shall continue in full force and effect as a direct contract, in accordance with its terms between Tenant and mortgagee or any successor assignee of mortgagee, as Landlord; provided, however, that mortgagee or any successor or assignee of mortgagee shall not: (a) be bound by any prepayment of rent more than 60 days in advance; (b) be bound by any amendment or modification of this Lease made after the succession or assignment without the consent of mortgagee or its successor or assignee; (c) be personally liable under this Lease, and mortgagee's or its successor's or assignee's liability under the Lease shall be limited to the interest of mortgagee or its successor or assignee in the Leased Premises; (d) be liable, except by way of set-off, for any act, omission, neglect, or default of any prior landlord under this Lease including, without limitation, the Landlord; and (e) be subject to any claims, credits, offsets, or defenses which Tenant might have against any prior landlord under this Lease including, without limitation, the Landlord. Tenant agrees to execute and deliver within ten (10) days of Landlord's request or such successor's request an attornment agreement certifying as provided to the matters set forth in this Agreement) between the Replacement Concessionaire and General Contractorparagraph.

Attornment. Following Termination This Lease may at Landlord's option, be subordinate to any ground lease, mortgage, deed of trust or other hypothecation or security now or hereafter placed upon the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon real property of which the Premises are a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelypart, and to any and all advances made on a security thereof, and to all renewals, modifications, consolidations, replacements, and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the extent it assumes Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the role rent and observe and perform all of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this AgreementLease, attorn unless this Lease is otherwise terminated pursuant to and recognize its terms. If any such Replacement Concessionaire as a substitute for Concessionaire under the General Contractmortgagee, without any necessity for a consent trustee or approval from Concessionaire provided all amounts due under the General Contract ground lessor shall elect to have been paid this Lease prior to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheldlien of its mortgage, conditioneddeed of trust, or delayed by ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior to or subsequent to the General Contractordate of said mortgage, deed of trust or ground lease, or the date of recording thereof. Replacement ConcessionaireTenant agrees to execute any and all documents required to effectuate an attornment, a subordination or to make this lease subsequent to the lien of any mortgage, deed of trust or ground lease, as the case may be. Tenant's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract execute such documents within ten (10) days after written demand by Landlord shall constitute sufficient reason for General Contractor a material default by Tenant hereunder, or, at Landlord's option, Landlord shall execute such documents on behalf of Tenant as Tenant's attorney in fact. For that purpose, Tenant does hereby make, constitute and irrevocable appoint Landlord as Tenant's attorney in fact and in Tenant's name, place and stead, to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in execute such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, documents in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorparagraph.

Attornment. Following Termination Tenant shall, in the event of a sale, assignment, cancellation, surrender or termination of Landlord's interest in the Lease and Concession Agreement (Premises or the Hotel Complex or this Lease, or if such Termination the Premises or the Hotel Complex is disputed lawfully and transferred pursuant to, or in good faith by Concessionairelieu of, then upon a Final Decision declaring the termination foreclosure of the Lease and Concession Agreement valida Superior Instrument (as defined in Section 12.3.1), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and bound to the extent it assumes the role purchaser, assignee, beneficiary, lessor or other transferee of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject Landlord's interest to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent Premises or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contractHotel Complex, in accordance with its terms all the provisions of this Lease for the balance of the Term and shall attom to the purchaser, assignee, beneficiary, lessor or other transferee and recognize the same as Landlord hereunder; provided, however, that in the event of a transfer pursuant to, or in lieu of, a foreclosure of Superior Instrument, the beneficiary of such other transferee shall not be liable for, nor subject to, any claims, offsets or defenses which Tenant may have by reason of any act or omission of Landlord (or any prior landlord) under this Lease, nor for the return or offset of the sums which Tenant may have paid to Landlord (or any prior landlord) for security deposits, advance rent or otherwise, except to the extent that such sums have actually be delivered to the beneficiary, or such other transferee. Tenant shall execute, within fifteen (15) days after Landlord's written request, any attornmnent agreement required by any purchaser, assignee, beneficiary, lessor or other transferee to be executed, containing such provisions as provided such person requires. In the event Tenant receives a notice from a Superior Holder (as defined in Section 12.3.1) that such Superior Instrument has been cancelled, surrendered or terminated, then Tenant shall thereafter pay all rents accruing under this AgreementLease to the Superior Holder (or as Superior Holder may direct) between with all such rents being credited against the Replacement Concessionaire and General Contractoramounts owing by Landlord under the Superior Instrument. Any such payments to the Superior Holder shall be deemed payments to Landlord under this Lease.

Attornment. Following Termination If the Lease or Sublandlord’s right to possession thereunder terminates for any reason prior to expiration of the Lease Sublease, Subtenant agrees, at the election of Landlord in its sole and Concession Agreement absolute discretion (or if the “Election”) and subject to the terms and conditions hereafter set forth, to attorn to Landlord upon the then executory terms and conditions of the Sublease for the remainder of the term of the Sublease. If Landlord does not make such Termination is disputed lawfully an Election, the Sublease and all rights of Subtenant in good faith by Concessionaire, then the Subleased Premises shall terminate upon a Final Decision declaring the date of termination of the Lease or Sublandlord’s right to possession thereunder. Such Election by Landlord shall entitle the Subtenant to occupy the Subleased Premises pursuant to the Sublease in accordance with the terms and Concession Agreement valid)conditions of the Sublease as modified hereby, but shall not relieve Sublandlord from any liability to Landlord under the Lease. In the event of such Election by Landlord, Subtenant agrees to execute and deliver at any time and from time to time, upon General Contractorrequest of Landlord, any instruments which may be required by Landlord to evidence the attornment called for hereby and Subtenant hereby irrevocably appoints Landlord as its attorney in fact, coupled with an interest, to execute on behalf of Subtenant any documents or instruments necessary to evidence such attornment. In the event Landlord makes such Election, Landlord shall not (i) be liable to Subtenant for any act, omission or breach of the Sublease by Sublandlord, (ii) be subject to any offsets, credits, deductions or defenses which Subtenant might have against Sublandlord, (iii) be bound by any rent or additional rent which Subtenant might have paid in advance to Sublandlord, (iv) be bound to honor any rights of Subtenant in any security deposit, letter of credit or advance rent made with or paid to Sublandlord by Subtenant except to the extent Sublandlord has specifically assigned and turned over such security deposits, letter of credit and advance rent to Landlord and Landlord has actually received the same (v) be bound to honor any exercise of any option to extend or renew the term of the Sublease set forth in the Sublease, which options to extend or renew shall be deemed deleted from the Sublease effective as of the date of the Landlord’s receipt Election, (vi) have any obligation to Subtenant to perform any tenant improvement work or alterations or perform any work with respect to the Subleased Premises or provide any other inducements offered to Subtenant by Sublandlord, (vii) be bound by free rent periods, if any, set forth in the Sublease, except for the free rent period ending on September 1, 2009, or (viii) have any obligation or liability to Subtenant in any way related to any arrangements made between Sublandlord and Subtenant with respect to Subtenant’s use of notice from MDTA any furniture, fixtures or equipment owned, leased or provided by Sublandlord; and Subtenant shall not have any right to terminate the Sublease or claim any reduction in the rent and other sums payable under the Sublease on account of any of the foregoing matters. Sublandlord hereby agrees that Concessionaire has been in the event of an Election by Landlord, at Landlord’s request, Sublandlord shall immediately pay or will transfer to Landlord any security deposits, letter of credit, rent or other sums then held by Sublandlord in connection with the subleasing of the Subleased Premises. Subtenant hereby agrees that under no circumstances whatsoever shall Landlord be replaced held in any way responsible or accountable for any security deposit, letter of credit or any sums paid by MDTA with one or more Persons designated by MDTA Subtenant to act as a replacement for Concessionaire (collectively, Sublandlord unless and until and to the extent it assumes that Landlord has actually received such sums from Sublandlord (or such letter of credit together with appropriate amendments thereto substituting Landlord as the role beneficiary hereunder) and Landlord has actually received the same, and Subtenant shall have no claim to any security, letter of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire credit or other deposit made by Sublandlord under the General Contract, without Lease. In no event shall Landlord have any necessity for a consent responsibility or approval from Concessionaire provided all amounts due under the General Contract have been paid liability to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition Subtenant on account of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt sums drawn by Sublandlord under any letter of such notice without the execution credit or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver security deposit provided to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt Sublandlord by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorSubtenant.

Attornment. Following Termination If the interests of the Landlord under this Lease and Concession Agreement (shall be transferred voluntarily or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring reason of the termination of any ground or underlying leases or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Lease and Concession Agreement valid)Leased Premises, upon General Contractor’s receipt Tenant shall, at the election of notice from MDTA that Concessionaire has been or will such transferee, be replaced by MDTA with one or more Persons designated by MDTA bound to act as a replacement such transferee (herein sometimes called the "SUCCESSOR LANDLORD") for Concessionaire (collectivelythe balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Successor Landlord were Landlord under this Lease, and Tenant does hereby agree to attorn to the extent Successor Landlord, including the mortgagee under any such mortgage or the lessor under any such ground lease if it assumes be the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Successor Landlord, General Contractor will, subject to as its landlord under this Lease upon the provisions of Section 3 then existing terms of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General ContractorLease. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s The foregoing attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Terminationinstruments, upon the receipt Successor Landlord succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(s) which Successor Landlord or its prospective mortgagee may deem desirable to evidence said attornment by General Contractor Tenant. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any such instrument for and on behalf of Tenant. In the notice contemplated event of such transfer of Landlord's interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of "Landlord" arising during the period of such successor Landlord's ownership of Landlord's interest hereunder, and not for any obligations of Landlord or any prior successor Landlord or any claim by or cause of action of Tenant arising or accruing prior to such successor Landlord's becoming the owner of Landlord's interest under this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorLease.

Attornment. Following Termination Tenant covenants and agrees, in the event any proceedings are brought for the foreclosure of any mortgage or trust deed to which this Lease is subject and subordinate, or in the event of a termination of any lease to which this Lease and Concession Agreement (may become subordinate, or if the Building be sold pursuant to any mortgage or trust deed to which this Lease is subject and subordinate, to attorn to the purchaser upon any foreclosure sale or trustee's sale, or the lessor upon any such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of such ground lease, if so required by the Lease and Concession Agreement valid)purchaser, upon General Contractor’s receipt grantee by conveyance in lieu of notice from MDTA that Concessionaire has been foreclosure, or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelylessor, and to recognize the extent it assumes purchaser, grantee or lessor, as the role case may be, as the landlord under this Lease, provided such purchaser, grantee or lessor agrees in writing to be bound to Tenant as landlord hereunder with respect to liabilities and obligations of Landlord under this Lease accruing after such sale or conveyance. Tenant agrees to execute and deliver at any time and from time to time, upon the request of Landlord or of any holder(s) of any of the indebtedness or other obligations secured by any mortgage or deed of trust, or any lessor under a replacement contractor for Concessionaire a “Replacement Concessionaire”)ground lease, General Contractor willreferred to in the preceding sentence, subject any instrument or certificate which may be reasonably appropriate and requested in any foreclosure or termination proceeding or otherwise to evidence the foregoing attornment, provided Tenant has been furnished the non-disturbance agreement specified in Paragraph 24.1 or Paragraph 24.2, as appropriate, and provided that such instrument or certificate would not create obligations on Tenant in addition to Tenant's obligations, impair Tenant's rights or interests under the provisions of Section 3 this Lease. Provided the provisions hereof for the furnishing of non-disturbance agreements are complied with and such agreements are being performed 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 or election to terminate or otherwise adversely affect this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor Lease and the General Contractor has consented to contracting with obligations of Tenant hereunder in the Replacement Concessionaire which such consent will not be unreasonably withheld, conditionedevent any foreclosure proceeding is brought, or delayed by the General Contractor. Replacement Concessionairetrustee's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentsale occurs, or ground lease is terminated, and General Contractor's withholding of consent agrees that this Lease shall not be considered unreasonable affected in such event. General Contractor’s attornment to and recognition any way whatsoever by any foreclosure proceeding, trustee's sale or termination of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without ground lease, unless the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor holder(s) of the notice contemplated indebtedness or other obligations secured by this Sectionthe mortgage or trust deed, or lessor under the General Contract ground lease shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractordeclare otherwise.

Attornment. Following Termination Notwithstanding the provisions of Subsection “A” above, Tenant agrees (a) to attorn to any mortgagee of a mortgage or beneficiary of a deed of trust encumbering the Lease Premises and Concession Agreement (to any party acquiring title to the Premises by judicial foreclosure, trustee’s sale, or if such Termination is disputed lawfully and deed in good faith by Concessionaire, then upon a Final Decision declaring the termination lieu of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelyforeclosure, and to any ground or master lessor, as the extent it assumes successor to Landlord hereunder, (b) to execute any Attornment agreement reasonably requested by a mortgagee, beneficiary, ground or master lessor, or party so acquiring title to the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Premises, General Contractor willand (c) that this Lease, subject to the provisions rights under any outstanding non-disturbance agreement, at the option of such mortgagee, beneficiary, or ground or master lessor, or other party, shall remain in force notwithstanding any such judicial foreclosure, trustee’s sale, deed in lieu of foreclosure, or merger of titles. Notwithstanding the foregoing, neither a mortgagee of a mortgage or beneficiary of a deed of trust encumbering the Premises, any party acquiring title to the Premises by judicial foreclosure, trustee’s sale, or deed in lieu of foreclosure, nor any ground lessor or master lessor, as the successor to Landlord hereunder, shall be liable or responsible for any breach of a covenant contained in this Lease that occurred before such party acquired its interest in the Premises, but such limitation shall not waive Tenant’s rights as to any preexisting and continuing breach provided the foregoing parties shall have a separate (and new) right of written notice and cure as provided herein for the Landlord in the event of Landlord default in accordance with Section 3 22 of this Agreement, attorn to and recognize Lease before Tenant pursues any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentremedies, and General Contractor's withholding of consent no such party shall be liable or responsible for any security deposits held by Landlord hereunder which have not been transferred or actually received by such party, and such party shall not be considered unreasonable bound by any payment of rent or additional rent for more than two (2) months in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractoradvance.

Attornment. Following Termination If any mortgagee shall succeed to the rights of Landlord under this Lease or to ownership of the Lease and Concession Agreement (Demised Premises, whether through possession or if such Termination is disputed lawfully and in good faith by Concessionaireforeclosure or the delivery of a deed to the Demised Premises, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid)then, upon General Contractorthe written request of such mortgagee so succeeding to Landlord’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelyrights hereunder, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, Tenant shall attorn to and recognize any such Replacement Concessionaire mortgagee as a substitute for Concessionaire Tenant’s landlord under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentthis Lease, and General Contractor's withholding shall promptly execute and deliver any instrument that such mortgagee may reasonably request to evidence such attornment (whether before or after making of consent the mortgage). In the event of any other transfer of Landlord’s interest hereunder, upon the written request of the transferee and Landlord, Tenant shall attorn to and recognize such transferee as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument that such transferee and Landlord may reasonably request to evidence such attornrnent. Reference is made to Section 20.6 for the provisions regarding Landlord’s liability following such transfer of Landlord’s interest. It is further agreed that (a) if any Mortgage shall be foreclosed, (i) the holder of the Mortgage, ground lessor (or their respective grantees) or purchaser at any foreclosure sale (or grantee in a deed in lieu of foreclosure), as the case may be, shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition (x) liable for any act or omission of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt prior landlord (including Landlord), (y) subject to any offsets or counterclaims which Tenant may have against a prior landlord (including Landlord), or (z) bound by any prepayment of such notice without the execution Basic Rent or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor Additional Rent which Tenant may have made in excess of the notice contemplated by amounts then due for the next succeeding month, (ii) the liability of the mortgagee or trustee hereunder or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this SectionLease shall exist only so long as such trustee, mortgagee, purchaser or owner of the General Contract Demised Premises and such liability shall not continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractoror survive after further transfer of ownership.

Attornment. Following Termination Subject to the terms of the Bloomberg SNDA (which shall supercede any conflicting provisions of this section), each Modified Lease entered into from and Concession Agreement (or if such Termination is disputed lawfully and after the date hereof shall provide that in good faith by Concessionaire, then upon a Final Decision declaring the termination event of the enforcement by Lender of any remedy under this Agreement or the Security Instrument, Bloomberg under such Lease and Concession Agreement valid)shall, upon General Contractor’s receipt at the option of notice from MDTA that Concessionaire has been Lender or will be replaced by MDTA with one or more Persons designated by MDTA of any other Person succeeding to act the interest of Lender as a replacement result of such enforcement, attorn to Lender or to such Person and shall recognize Lender or such successor in the interest as lessor under such Lease without change in the provisions thereof; provided, however, Lender or such successor in interest shall not: (1) be liable for Concessionaire (collectively, and any previous act or omission of Borrower under the Bloomberg Lease except to the extent it assumes that such act or omission first arises under the role Bloomberg Lease from and after the date that Successor-Landlord (as such term is defined in the Bloomberg Lease) succeeds to the interest of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Borrower; (2) be subject to any off-set, General Contractor willcredit, defense or counterclaim which shall have theretofore accrued to Bloomberg against Borrower; (3) be bound by (a) any modification of the Bloomberg Lease entered into without Lender's consent after Bloomberg has, subject to the terms of Section 6 of the Bloomberg SNDA, received written notice of Lender's existence, address and relation to Borrower, or (b) any previous prepayment of rent or additional rent for more than one (1) month which Bloomberg might have paid to Borrower other than as required by the terms of the Bloomberg Lease; (4) be bound by any obligation to make any payments to Bloomberg except to the extent that such obligation first arises under the Bloomberg Lease from and after the date that Successor-Landlord succeeds to the interest of Borrower; and (5) be bound by any obligation to perform any work or to make improvements to the Condominium Unit, except for (i) repairs and maintenance pursuant to the provisions of Section 3 Articles 4, 5 and 6 of this Agreementthe Bloomberg Lease, attorn the need for which repairs and maintenance first arises after the date upon which Lender is entitled to and recognize possession of the Condominium Unit, (ii) repairs to the Condominium Unit or any such Replacement Concessionaire part thereof as a substitute result of damage by fire or other casualty pursuant to Article 10 of the Bloomberg Lease, but only to the extent that such repairs can be reasonably made from the net proceeds of any insurance actually made available to Lender (with the understanding, however, that (I) nothing contained in this clause (ii) limits Bloomberg's rights to terminate the Bloomberg Lease after the occurrence of a fire or other casualty under Section 10.1(B) of the Bloomberg Lease, and (II) Lender shall have the right to avoid being so bound by Borrower's covenant to rebuild the Landlord Restoration Items (as such term is defined in the Bloomberg Lease) after the occurrence of a fire or other casualty (regardless of the availability of insurance proceeds therefor) only by giving notice to Bloomberg of the election of Lender not to so rebuild earlier than the later to occur of (X) the date that Lender is required to give the Casualty Statement (as such term is defined in the Bloomberg Lease) for Concessionaire such fire or other casualty to Bloomberg, and (Y) the thirtieth (30th) day after the date that Lender succeeds to the interest of Borrower under the General ContractBloomberg Lease), without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid and (iii) repairs to the General Contractor and Condominium Unit as a result of a partial condemnation pursuant to Article 11 of the General Contractor has consented Bloomberg Lease, but only to contracting the extent that such repairs can be reasonably made from the net proceeds of any award made available to Lender (with the Replacement Concessionaire which understanding that nothing contained in this clause (iii) shall limit Bloomberg's right to terminate the Bloomberg Lease after the occurrence of a complete or partial condemnation under Section 11.1 of the Bloomberg Lease). Borrower shall cause Bloomberg, upon the reasonable request by Lender or such consent will not be unreasonably withheldsuccessor in interest, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of or instruments confirming such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorattornment.

Attornment. Following Termination Subject to the terms of the Bloomberg SNDA (which shall supercede any conflicting provisions of this Section), each Modified Lease entered into from and Concession Agreement (or if such Termination is disputed lawfully and after the date hereof shall provide that in good faith by Concessionaire, then upon a Final Decision declaring the termination event of the enforcement by Lender of any remedy under the Loan Agreement or this Security Instrument, Bloomberg under such Lease and Concession Agreement valid)shall, upon General Contractor’s receipt at the option of notice from MDTA that Concessionaire has been Lender or will be replaced by MDTA with one or more Persons designated by MDTA of any other Person succeeding to act the interest of Lender as a replacement result of such enforcement, attorn to Lender or to such Person and shall recognize Lender or such successor in the interest as lessor under such Lease without change in the provisions thereof; provided, however, Lender or such successor in interest shall not: (1) be liable for Concessionaire (collectively, and any previous act or omission of Borrower under the Bloomberg Lease except to the extent it assumes that such act or omission first arises under the role Bloomberg Lease from and after the date that Successor-Landlord (as such term is defined in the Bloomberg Lease) succeeds to the interest of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Borrower; (2) be subject to any off-set, General Contractor willcredit, defense or counterclaim which shall have theretofore accrued to Bloomberg against Borrower; (3) be bound by (a) any modification of the Bloomberg Lease entered into without Lender's consent after Bloomberg has, subject to the terms of Section 6 of the Bloomberg SNDA, received written notice of Lender's existence, address and relation to Borrower, or (b) any previous prepayment of rent or additional rent for more than one (1) month which Bloomberg might have paid to Borrower other than as required by the terms of the Bloomberg Lease; (4) be bound by any obligation to make any payments to Bloomberg except to the extent that such obligation first arises under the Bloomberg Lease from and after the date that Successor-Landlord succeeds to the interest of Borrower; and (5) be bound by any obligation to perform any work or to make improvements to the Commercial Units, except for (i) repairs and maintenance pursuant to the provisions of Section 3 Articles 4, 5 and 6 of this Agreementthe Bloomberg Lease, attorn the need for which repairs and maintenance first arises after the date upon which Lender is entitled to and recognize possession of the Commercial Units, (ii) repairs to the Commercial Units or any such Replacement Concessionaire part thereof as a substitute result of damage by fire or other casualty pursuant to Article 10 of the Bloomberg Lease, but only to the extent that such repairs can be reasonably made from the net proceeds of any insurance actually made available to Lender (with the understanding, however, that (I) nothing contained in this clause (ii) limits Bloomberg's rights to terminate the Bloomberg Lease after the occurrence of a fire or other casualty under Section 10.1(B) of the Bloomberg Lease, and (II) Lender shall have the right to avoid being so bound by Borrower's covenant to rebuild the Landlord Restoration Items (as such term is defined in the Bloomberg Lease) after the occurrence of a fire or other casualty (regardless of the availability of insurance proceeds therefor) only by giving notice to Bloomberg of the election of Lender not to so rebuild earlier than the later to occur of (X) the date that Lender is required to give the Casualty Statement (as such term is defined in the Bloomberg Lease) for Concessionaire such fire or other casualty to Bloomberg, and (Y) the thirtieth (30th) day after the date that Lender succeeds to the interest of Borrower under the General ContractBloomberg Lease), without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid and (iii) repairs to the General Contractor and Commercial Units as a result of a partial condemnation pursuant to Article 11 of the General Contractor has consented Bloomberg Lease, but only to contracting the extent that such repairs can be reasonably made from the net proceeds of any award made available to Lender (with the Replacement Concessionaire which understanding that nothing contained in this clause (iii) shall limit Bloomberg's right to terminate the Bloomberg Lease after the occurrence of a complete or partial condemnation under Section 11.1 of the Bloomberg Lease). Bloomberg, upon the reasonable request by Lender or such consent will not be unreasonably withheldsuccessor in interest, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of or instruments confirming such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorattornment.

Attornment. Following Termination Tenant understands and hereby acknowledges that the Landlord herein is the lessee under the Master Lease and that this Lease is subject and subordinate to such Master Lease and any amendments thereto. Tenant covenants and agrees that if, by reason of any default upon the part of the Landlord herein as lessee under such Master Lease, the Master Lease and Concession Agreement (is terminated by summary proceedings, voluntary agreement or if such Termination is disputed lawfully and in good faith as otherwise permitted or required by Concessionairelaw, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, Tenant shall attorn to and recognize any the lessor under such Replacement Concessionaire Master Lease as a substitute for Concessionaire Tenant's landlord under this Lease. The provisions of this Section 13.02 are automatically effective without the necessity of further action by Tenant, Landlord or the lessor under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid Master Lease. Tenant agrees to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver at any time, upon request of Landlord or of the lessor under the Master Lease or of any person. firm or corporation which shall succeed to the interest of Landlord or of such Replacement Concessionaire and MDTA lessor, an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment evidence such attornment. Tenant waives the provisions of any law now or hereinafter in effect or any other provision of this Lease which may give Tenant any right of election to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor terminate this Lease or to surrender possession of the notice contemplated leased premises in the event that any proceeding is brought by this Sectionthe lessor under such Master Lease to terminate such Master Lease or in the event that any proceeding is brought by any mortgagee to foreclose any mortgage affecting the fee title to, or Landlord's interest in, the General Contract leased premises or the Master Lease. In the event 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 leased premises, or in the event Landlord sells, conveys or otherwise transfers its interest in the Shopping Center or any portion thereof containing the leased premises, this Lease shall continue 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 successor in interest and recognizes such successor as a direct contract, in accordance with its terms (except as provided in the Landlord under this Agreement) between the Replacement Concessionaire and General ContractorLease.

Attornment. Following Termination Tenant agrees that if any holder of any lien encumbering any part of the Lease and Concession Agreement Leased Premises (or if such Termination is disputed lawfully and the "Purchaser") succeeds to Landlord's interest in good faith by Concessionairethe Leased Premises, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s after receipt of notice from MDTA that Concessionaire has been or written notice, Tenant will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and pay to the extent it assumes Purchaser all rents subsequently payable under this Lease. Tenant agrees that in the role event of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed enforcement by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due trustee or the beneficiary under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition or holder or owner of any such Replacement Concessionaire shall be effective lien of the remedies provided for by law or by such lien, Tenant will, upon request of the Purchaser, automatically become the tenant of and self-operative following Termination immediately upon General Contractor’s receipt attorn to the Purchaser without change in the terms or provisions of such notice without the execution or delivery of any further instrumentthis Lease. Upon request by Landlord or the Purchaser, and without cost to Tenant, Tenant will execute, acknowledge, and deliver an instrument or instruments confirming the attornment or acknowledging the agreement to so attorn, provided that Tenant receives a Mortgagee-Tenant Non-Disturbance and Attornment Agreement as provided for in Section 9.04 below. If Tenant fails or refuses to execute, acknowledge, and deliver any such Replacement Concessionaire’s requestdocument within twenty (20) days after written demand, General Contractor landlord or the Purchaser will execute be entitled to execute; acknowledge, and deliver to any and all such Replacement Concessionaire documents for and MDTA on behalf of Tenant as attorney-in-fact for Tenant, coupled with an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaireinterest. Following TerminationTenant, upon the receipt by General Contractor of the notice contemplated by this Sectionparagraph, constitutes and irrevocably appoints Landlord or the General Contract shall continue Purchaser, as Tenant's attorney-in-fact, to execute, acknowledge, and deliver any and all documents described in full force this Section for and effect as a direct contracton behalf of Tenant, in accordance with its terms (except as provided in this Section. Any attorney-in-fact under this Section shall require that any document executed by the attorney-in-fact for Tenant shall be delivered conditioned upon Tenant receiving a Mortgagee- Tenant Non-Disturbance and Attornment Agreement) between the Replacement Concessionaire and General Contractor.

Attornment. Following Termination If Landlord’s interest in the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of the Lease and Concession Agreement (such mortgagee or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreementpurchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize any such Replacement Concessionaire it as a substitute for Concessionaire Landlord under this Lease. Tenant waives the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition protection of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon General Contractorthe transfer of Landlord’s receipt of such notice without the execution or delivery of any further instrumentinterest. Upon any such Replacement Concessionaire’s requestattornment, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract Lease shall continue in full force and effect as a direct contractlease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the mortgagee shall not be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (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 succession), (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 counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, 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 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 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; 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 acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (except 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 provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, as provided in this Agreement) between the Replacement Concessionaire and General Contractorapplicable.

Attornment. Following Termination If at any time prior to the expiration of the Term, any Superior Lease shall terminate or be terminated for any reason or any Mortgagee comes into possession of the Property or the estate created by any Superior Lease by receiver or otherwise, Tenant agrees, at the election and Concession Agreement (upon demand of any owner of the Property, or if of the Lessor, or of any Mortgagee in possession of the Property, to attorn, from time to time, to any such Termination is disputed lawfully and owner, Lessor or Mortgagee or any person acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Mortgage or the granting of a deed in good faith by Concessionairelieu of foreclosure, then upon a Final Decision declaring the termination executory terms and conditions of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor willthis Lease, subject to the provisions of Section 3 13.1 herein, for the remainder of the Term, provided that such owner, Lessor or Mortgagee, as the case may be, or receiver caused to be appointed by any of the foregoing, shall then be entitled to possession of the Premises. The provisions of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid Section shall inure to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition benefit of any such Replacement Concessionaire owner, Lessor or Mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any Superior Lease, and shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of any such notice without the execution or delivery demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any further instrument. Upon any such Replacement Concessionaireowner, Lessor or Mortgagee, shall execute, at Tenant’s requestexpense, General Contractor will execute and deliver from time to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Terminationtime, upon the receipt instruments provided by General Contractor Landlord, in recordable form, in confirmation of the notice contemplated by foregoing provisions of this Section, reasonably satisfactory to Tenant and to any such owner, Lessor or Mortgagee, acknowledging such attornment and setting forth the General Contract shall continue in full force terms and effect as a direct contract, in accordance with conditions of its terms (except as provided tenancy. Nothing contained in this Agreement) between the Replacement Concessionaire and General ContractorSection shall be construed to impair any right otherwise exercisable by any such owner, Lessor or Mortgagee.

Attornment. Following Termination Lendxx xxx Tenant agree that if Lendxx xxxll become the owner of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith Property by Concessionaire, then upon a Final Decision declaring the termination reason of the Lease and Concession Agreement valid), upon General Contractor’s receipt foreclosure of notice from MDTA that Concessionaire has been the Security Instrument or will be replaced by MDTA with one the acceptance of a deed or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelyassignment in lieu of foreclosure or otherwise, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of conditions set forth in Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract 2 above have been paid to met at the General Contractor and time Lender becomes owner of the General Contractor has consented to contracting with Property, the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution terminated or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract affected thereby but shall continue in full force and effect as a direct contractlease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenaxx xxxees to attorn to Lendxx xxx Lendxx xxxees to 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 condemnation awards and Lender shall not be (a) obligated to complete any construction work acquired to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenaxx, (x) liable (i) for Landlord's failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or (a) for any act or omission of Landlord, whether prior to or after such foreclosure or sale; (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease as a result of fire, or other casualty or by reason of condemnation unless Lender 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; (d) 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 offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender 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 its terms the Lease unless such sums are actually received by Landlord; (except as provided g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in this Agreementadvance to any prior Landlord unless (i) between such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by Lender, (h) bound to make any payment to Tenant which was required under the Replacement Concessionaire and General ContractorLease, or otherwise, to be made prior to the time Lender succeeded to Landxxxx'x xnterest; (i) bound by any agreement amending, modifying or terminating the Lease made without Lendxx'x xrior written consent prior to the time Lendxx xxxceeded to Landxxxx'x xnterest or (j) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Lender succeeded to Landlord's interest other than if pursuant to the provisions of the Lease.

Attornment. Following Termination of the Lease and Concession Agreement If any mortgagee (or if such Termination is disputed lawfully and its nominee or designee) shall succeed to the rights of Landlord hereunder through possession or foreclosure action, deed in good faith lieu of foreclosure or otherwise, or another person purchases the Property or the portion thereof containing the Premises upon or following foreclosure or in connection with any bankruptcy case commenced by Concessionaireor against Landlord, then upon a Final Decision declaring at the termination request of the Lease Landlord’s mortgagee (or its nominee or designee) or such purchaser (Landlord’s mortgagee, its nominees and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelydesignees, and to the extent it assumes the role of a replacement contractor for Concessionaire such purchaser, and their respective successors and assigns, each being a “Replacement ConcessionaireSuccessor Landlord”), General Contractor will, subject to the provisions of Section 3 of this Agreement, Tenant shall attorn to and recognize any such Replacement Concessionaire Successor Landlord as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor Tenant’s landlord hereunder and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of attornment. Upon such Replacement Concessionaire. Following Terminationattornment, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all terms, conditions and covenants as are set forth in the Lease except as otherwise provided below; provided, however, that such Successor Landlord may at any time elect to terminate this Lease in its sole discretion. Any such termination shall be followed by a period not to exceed one hundred twenty (120) days during which Tenant shall reasonably cooperate with Successor Lender and any hotel operator selected by Successor Landlord to transition the operation of the Premises. If this Lease shall have terminated by operation of law or otherwise as a result of or in connection with a bankruptcy case commenced by or against Landlord or a foreclosure action or proceeding or delivery of a deed in lieu thereof, upon request of Successor Landlord, Tenant shall, promptly execute and deliver a direct contractlease with Successor Landlord which direct lease shall be on substantially the same terms and conditions as this Lease (subject, in accordance with its terms however, to the provisions of following clauses (except a)-(e) of this Section 3) and shall be effective as provided in of the day this Agreement) Lease shall have terminated as aforesaid. Notwithstanding the continuation of this Lease, the attornment of Tenant thereunder or the execution of a direct lease between the Replacement Concessionaire Successor Landlord and General Contractor.Tenant as aforesaid, Successor Landlord shall not:

Attornment. Following Termination Tenant, for itself and its subtenants, agrees that (i) upon delivery to Landlord of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination written election of the beneficiary or beneficiaries of any encumbrance affecting the Premises which is superior to this Lease, that such encumbrance shall be deemed subordinate to this Lease, (a) this Lease shall, without the necessity of any further consideration or action whatsoever, be deemed superior to such encumbrance, whether this Lease was executed before or after the execution of such encumbrance, and Concession Agreement valid)(b) the beneficiary or beneficiaries of such encumbrance shall 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 (ii) if, upon General Contractor’s receipt by reason of notice from MDTA that Concessionaire has been Landlord's default under any encumbrance now or will be replaced by MDTA with one hereafter affecting the Premises in any way, any or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, all of Landlord's interest in and to the extent it assumes 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 role of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Premises, General Contractor will, subject (b) shall attorn to the provisions transferee, whether by foreclosure, judicial or trustees' sale, deed in lieu of Section 3 foreclosure or otherwise, of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid of Landlord's interest in or to the General Contractor Premises, (c) shall recognize such transferee and its transferees as the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due Landlord under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentthis Lease, and General Contractor's withholding of consent (d) shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to Landlord and to such Replacement Concessionaire transferee and MDTA an instrument reasonably acceptable its transferees within 10 days after Landlord, such transferee or its transferees, provides Tenant with written notice to General Contractor acknowledging General Contractor’s attornment do so, such documents and take such further action as Landlord, such transferee and its transferees may deem necessary or advisable to and recognition of effect or maintain such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorattornment.

Attornment. Following Termination If the interest of the Lease and Concession Agreement (Landlord shall be transferred to the Lender or if such Termination is disputed lawfully and in good faith any other person by Concessionaire, then upon a Final Decision declaring the termination reason of the Lease and Concession Agreement validLender's exercise of any of its rights or remedies under the Loan Documents, including, with limitation, the exercise of the power of sale under the Deed of Trust or other proceeding brought to enforce the rights of the holder of the Deed of Trust by deed in lieu of foreclosure or by any other method (each such other persons being hereinafter referred to as a "Purchaser"), upon General Contractor’s receipt and the Lender or such purchaser succeeds to the interest of notice from MDTA that Concessionaire has been the Lender in the Mortgaged Property, the Tenant shall be bound to the Lender or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelysuch Purchaser, and the Lender or such Purchaser shall be bound to the extent it assumes Tenant under all of the role terms, covenants, conditions and warranties under the Lease for the balance of a replacement contractor for Concessionaire a “Replacement Concessionaire”)the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option granted in the Lease, General Contractor willwith the same force and effect as if the Lender or such Purchaser were the Landlord under the 2 124 Lease, subject and the Tenant does hereby attorn to the provisions of Section 3 of this AgreementLender or such Purchaser as its landlord, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s said attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrumentinstruments on the part of any parties hereto immediately upon the Lender or such Purchaser succeeding to the interest of the Landlord in the Mortgaged Property. Upon any Without limiting the foregoing, within fifteen (l5) business days after written request by the Lender or such Replacement Concessionaire’s requestPurchaser, General Contractor will the Tenant agrees to execute and deliver to the Lender or such Replacement Concessionaire person, any instrument of further assurance reasonably requested by the Lender or such Person to confirm and MDTA an instrument reasonably acceptable acknowledge such attornment. Notwithstanding anything to General Contractor acknowledging General Contractor’s attornment the contrary contained herein, the Tenant shall be under no obligation to and recognition of pay rent or any other charges due under the Lease to the Lender or such Replacement Concessionaire. Following Termination, upon Purchaser until the receipt by General Contractor Tenant receives written notice from the Lender or such Purchaser that it has succeeded to the interest of the notice contemplated by this Section, Landlord in the General Contract shall continue in full force Mortgaged Property (or that the Lender has exercised its rights under the Deed of Trust) and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractordirecting where such rent should be delivered.

Attornment. Following Termination Subject in any event to the terms of any agreement between Tenant and the Mortgagee or Holder, if at any time prior to the expiration of the Term, any Superior Lease shall terminate or be terminated for any reason or any Mortgagee or Holder comes into possession of the Land, Complex or the Building or the estate created by any Superior Lease by receiver or otherwise, Xxxxxx agrees, at the election and Concession Agreement (upon demand of any owner of the Land, Complex or if the Building, or of the Lessor, or Holder, or of any Mortgagee in possession of the Land, Complex or the Building, to attorn, from time to time, to any such Termination is disputed lawfully and owner, Lessor, Holder or Mortgagee or any party acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Mortgage or the granting of a deed in good faith by Concessionairelieu of foreclosure, then upon a Final Decision declaring the termination executory terms and conditions of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor willthis Lease, subject to the provisions of Section 3 20.01 hereof, for the remainder of the Term, provided that such owner, Lessor, Holder or Mortgagee, as the case may be, or receiver caused to be appointed by any of the foregoing, shall then be entitled to possession of the Premises. The provisions of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid Section 20.02 shall inure to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition benefit of any such Replacement Concessionaire owner, Lessor, Holder or Mortgagee, and shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any Superior Lease, and shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of any such notice without the execution or delivery demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, promptly after demand of any further instrument. Upon such owner, Lessor, Holder or Mortgagee, shall execute, at Tenant’s expense (except that Landlord shall be responsible to pay any costs or expenses imposed or incurred by such owner, Lessor, Holder or Mortgagee), from time to time, commercially reasonable instruments, in recordable form, in confirmation of the foregoing provisions of this Section 20.02, reasonably satisfactory to any such Replacement Concessionaire’s requestowner, General Contractor will execute Lessor, Holder or Mortgagee and deliver to Tenant in each instance, acknowledging such Replacement Concessionaire attornment and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to setting forth the terms and recognition conditions of such Replacement Concessionaireits tenancy. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided Nothing contained in this Agreement) Section 20.02 shall be construed to impair any right otherwise exercisable by any such owner, Lessor, Holder or Mortgagee or to modify any agreement between the Replacement Concessionaire Tenant and General Contractorsuch owner, Lessor, Holder or Mortgagee.

Attornment. Following Termination In the event of (a) a transfer of Landlord’s interest in the Lease and Concession Agreement Leased Premises, (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring b) the termination of any ground or underlying lease of the Lease and Concession Agreement valid)Building or the land on which it is constructed, upon General Contractoror both, or (c) the purchase of the Building or Landlord’s receipt interest therein in a foreclosure sale or by deed in lieu of notice from MDTA that Concessionaire has been foreclosure under any Mortgage or will be replaced by MDTA with one or more Persons designated by MDTA pursuant to act as a replacement for Concessionaire (collectivelypower of sale contained in any Mortgage, and to the extent it assumes the role then in any of a replacement contractor for Concessionaire a “Replacement Concessionaire”)such events Tenant shall, General Contractor will, subject to the provisions of Section 3 of this Agreementat Landlord’s request, attorn to and recognize any such Replacement Concessionaire the transferee or purchaser of Landlord’s interest or the lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this Lease for the balance then remaining of the Term, and thereafter this Lease shall continued as a substitute for Concessionaire under the General Contractdirect lease between such person, without any necessity for a consent as “Landlord” and Tenant, as “Tenant,” except that such lessor, transferee or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent purchase shall not be considered unreasonable liable for any act or omission of Landlord prior to such lease termination or prior to such person’s succession to title, nor be subject to any offset, defense or counterclaim accruing prior to such lease termination or prior to such person’s succession to title, nor be bound by any payment of Basic Rent or Additional Charges prior to such lease termination or prior to such person’s succession to title for more than one month in such eventadvance. General ContractorTenant shall, upon request by Landlord or the transferee or purchaser of Landlord’s attornment interest or the lessor under the terminated ground or underling lease, as the case may be, execute and delivery an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to and recognition give Tenant any right to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder, upon or as a result of the termination of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without ground or underlying lease or the execution or delivery completion of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute foreclosure and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorsale.

Attornment. Following Termination In the event of the Lease and Concession Agreement (sale or if such Termination is disputed lawfully and assignment of Landlord’s interest in good faith by Concessionairethe Building, then upon a Final Decision declaring or in the termination event of any proceedings brought for the foreclosure of, or in the event of exercise of the Lease and Concession Agreement valid)power of sale under any mortgage, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced other security instrument made by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelyLandlord covering the Premises, and Tenant shall attorn to the extent it assumes assignee or purchaser and recognize such purchaser as Landlord under this Lease. Upon any termination, transfer or assignment of Landlord’s interest in the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Premises, General Contractor will, subject to the provisions of Section 3 of this AgreementTenant shall, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent person or approval from Concessionaire provided all amounts due under the General Contract have been paid organization then holding title to the General Contractor reversion of the Premises (the “Successor”) and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentall subsequent Successors, and General Contractor's withholding shall pay to the Successor all of consent shall not the rents and other monies required to be considered unreasonable paid by Tenant hereunder and perform all of the other terms, covenants, conditions and obligations in this Lease contained, and such event. General Contractor’s attornment to and recognition of any Successor shall, on or before such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution termination, transfer or delivery of any further instrument. Upon any such Replacement Concessionaire’s requestassignment, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA Tenant an instrument reasonably acceptable wherein such Successor agrees to General Contractor acknowledging General Contractor’s attornment assume the obligation of Landlord under this Lease and agrees that the tenancy of Tenant shall not be disturbed by such Successor. In the event that the Mortgagee succeeds to the interest of Landlord hereunder and recognition of such Replacement Concessionaire. Following Termination, upon the receipt is advised by General Contractor its counsel that all or any portion of the notice contemplated Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease. Tenant shall execute all documents necessary to effect any such amendment within thirty (30) days after written request from Mortgagee, as Landlord, provided that in no event shall such amendment increase Tenant’s payment obligations or other liability under this SectionLease, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in materially adversely affect Tenant’s rights under this Agreement) between the Replacement Concessionaire and General ContractorLease or reduce Landlord’s obligations hereunder.

Attornment. Following Termination If Landlord’s interest in the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of the Lease such mortgagee or purchaser (except as may be required pursuant to any applicable SNDA then in effect as required under Section 15.1 above) and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement15.1, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize any such Replacement Concessionaire it as a substitute for Concessionaire Landlord under this Lease. Tenant waives the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition protection of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately statute or rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon General Contractorthe transfer of Landlord’s receipt of such notice without the execution or delivery of any further instrumentinterest. Upon any such Replacement Concessionaire’s requestattornment, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract Lease shall continue in full force and effect as a direct contractlease between the mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in accordance with its terms this Lease, except that the mortgagee shall not (except as provided may be required pursuant to the terms and conditions of any applicable SNDA then in effect under Section 15.1 above) be (i) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease (nothing in this Agreementclause (i) between being deemed to relieve any mortgagee succeeding to the Replacement Concessionaire interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and General Contractorafter the date of such succession), (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 counterclaim or setoff which theretofore accrued to Tenant against Landlord, (iv) bound by any amendment or modification of this Lease subsequent to such mortgage, or by any previous prepayment of Rent for more than one (1) month, which was not approved in writing by the mortgagee, or bound by or liable for any representations made by Landlord, (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 TI Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such person claims under the mortgagee.

Attornment. Following Termination Upon any conveyance of the Lease Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and Concession Agreement (or if the conditions set forth in Section 2 above have been met at the time of such transfer or, if such Termination is disputed lawfully and in good faith by Concessionaireconditions have not been met at such time, then upon a Final Decision declaring at the termination option of the Lease and Concession Agreement valid), upon General Contractor’s receipt transferee of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire the Property (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement ConcessionaireTransferee”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution terminated or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract affected thereby but shall continue in full force and effect as a direct contractlease between the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Transferee and the Transferee by virtue of its acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that the Transferee shall not be (a) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date (the “Transfer Date”) on which the Transferee shall become the owner of the Property (such obligations, “Landlord’s Obligations”) or (ii) for any act or omission of Landlord (whether prior to or after such foreclosure or sale); provided, however, that nothing contained in clauses (i) and (ii) above shall exculpate, or be construed as exculpating, the Transferee from liability for any default of Landlord under the Lease continuing after the Transfer Date, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the Transfer Date; provided, however, that the Transferee shall be subject to such offsets, defenses, abatements and counterclaims in favor of Tenant as are expressly permitted pursuant to the terms of the Lease, including, without limitation, any offsets available to Tenant with respect to Landlord’s FAOP Contribution and Landlord’s SAOP Contribution (as such terms are defined in the Lease), (c) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with its the Lease unless such sums are actually received by or credited to the Transferee, (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 their date due pursuant to the provisions of the Lease to Landlord unless (i) such sums are actually received by or credited to the Transferee or such sums are an estimated payment against annual pass-through charges, or (ii) such prepayment shall have been expressly approved of by the Transferee, (e) bound by any agreement amending, modifying or terminating the Lease made without the Agent’s prior written consent prior to the Transfer Date, except for any such agreements made pursuant to provisions of the Lease which contemplate the making of such agreements, and (f) liable for any tenant improvement allowance payable to Tenant as reimbursement for the costs incurred by Tenant in preparing the premises demised under the Lease for Tenant’s occupancy. Notwithstanding the foregoing, in no event shall the Transferee be liable to make any out-of-pocket payments to Tenant in order to reimburse Tenant for any overpayments of additional rent with respect to escalations in Expenses (as such term is defined in the Lease) and/or real estate taxes made by Tenant to Landlord prior to the Transfer Date, so long as the Transferee, at least twenty (20) days prior to the Transfer Date, requests Tenant in writing to inform the Transferee of any such amounts that may be payable to Tenant pursuant to the Lease and Tenant fails to do so before the Transfer Date and provided further that the foregoing shall not be deemed to abrogate Tenant’s audit rights under the Lease. If, as a result of any such audit, any such reimbursements are determined in accordance with the terms (except as provided of the Lease to be due and payable to Tenant, Tenant shall have the right to offset the amount thereof against the next installment(s) of fixed annual rent payable under the Lease and in this Agreement) between no event shall the Replacement Concessionaire and General ContractorTransferee be liable to make any out-of-pocket payments to Tenant on account thereof.

Attornment. Following Termination In the event any proceedings are brought for the foreclosure of, or in the event of the Lease and Concession Agreement (conveyance by deed in lieu of foreclosure of, or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination event of exercise of the Lease and Concession Agreement valid)power of sale under, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been any mortgage or will be replaced other security instrument made by MDTA with one Landlord affecting the Building or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditionedportion thereof, or delayed by in the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding event that Landlord sells, conveys or otherwise transfers its ability to make timely payments due under interest in the General Contract Building or any portion thereof, or in the event a ground lease or underlying lease affecting the Premises is terminated, this Lease shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue remain in full force and effect and at the option of the new owner (or lessor, as applicable), Tenant shall attorn to, and hereby covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner (or lessor, as applicable) upon the request of new owner (or lessor, as applicable) whereby Tenant attorns to such successor-in-interest and recognizes such successor-in-interest as Landlord under this Lease. Payment by or performance of this Lease by any person, firm or corporation claiming an interest in this Lease or the Premises by, through or under Tenant without Landlord’s (or such new owner’s, as applicable) consent in writing shall not constitute an attornment or create any interest in this Lease or the Premises. If any mortgage is foreclosed, or Landlord’s interest under this Lease is conveyed or transferred in lieu of foreclosure: neither the mortgagee nor any person or entity acquiring title to the Building as a direct contractresult of foreclosure or trustee’s sale, nor any successor or assign of either of the foregoing, shall be unless otherwise agreed in accordance with its terms writing (i) liable for or obligated to cure any default by Landlord or liable for any act or omission of Landlord (except as provided those of a continuing nature), (ii) bound by or liable for any payment of Rent which may have been made more than thirty (30) days before the due date of such installment, (iii) subject to any defense or offset which Tenant may have to the payment of Rent or other performance under this Lease arising from any default by Landlord (except for those abatement rights, if any, expressly set forth in this AgreementLease), (iv) between bound by any amendment or modification to this Lease made without the Replacement Concessionaire and General Contractorconsent of such mortgagee or (v) bound by any warranty or representation of Landlord relating to work performed by Landlord under this Lease.

Attornment. Following Termination In the event of foreclosure of the Lease and Concession Agreement (or if such Termination now provided thereunder, it is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring agreed that notwithstanding the termination subordination of the Lease provided for herein, Tenant shall attorn to Lender or Purchaser and Concession Agreement validrecognize Lender or Purchaser as Tenant’s landlord under the Lease, and so long as Tenant is in possession of the premises demised under the Lease and is not in default under any of the terms, covenants and conditions of the Lease beyond any applicable grace or cure period, Lender or Purchaser shall recognize and accept Tenant as its tenant thereunder, whereupon the Lease shall continue, without further agreement (but with prior notice to Tenant of the identity and notice information of the new Landlord, which notice shall be binding on the prior Landlord without Tenant having the obligation to verify the accuracy of such notice), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contractlease between Lender or Purchaser and Tenant for the remaining term thereof, together with all extensions and renewals now provided thereunder, upon the same terms, covenants and conditions as therein provided, subject to the provisions contained in accordance with its terms (except Section 4 and Section 8 below, and Tenant shall thereafter make all rent payments directly to either Lender or Purchaser, as the case may be, subject to the limitations and other provisions contained in Section 4 and Section 8 below. Landlord hereby agrees that such payments shall satisfy Tenant’s rent obligations to the extent of such payments made to Lender. Landlord hereby irrevocably authorizes and directs Tenant to make the foregoing payments to Lender upon such notice and demand without the need to inquire of Landlord as to the validity of such notice or any contrary notice or direction from Landlord, and hereby releases and discharges Tenant of and from all liability to Landlord on account of any such payments. Such attornment as provided in herein shall be self-operative without further aid or execution of further instruments by parties to this Agreement) between , immediately upon Lender or Purchaser succeeding to the Replacement Concessionaire and General Contractorinterest of Landlord under the Lease.

Attornment. Following Termination In the event of a termination or expiration of the Master Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination rejection of the Master Lease and Concession Agreement valid)by Lessor as debtor in possession or Lessor’s trustee in bankruptcy, upon General Contractor’s receipt Lessee shall have the right and, at the option of notice from MDTA that Concessionaire has been or will Master Lessor, shall be replaced by MDTA with one or more Persons designated by MDTA obligated to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire Master Lessor as a substitute for Concessionaire Lessee’s lessor under the General Contractthis Lease, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire in either of which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by events this Section, the General Contract Lease shall continue in full force and effect as a direct contractlease between Lessee and Master Lessor, upon all the terms and conditions of this Lease (including without limitation any rights to extend the term of this Lease) inasmuch as Master Lessor has agreed in such event to recognize this Lease and the rights of Lessee hereunder and not to disturb the possession of Lessee in and to the Premises, all in accordance with the terms and conditions of this Lease. Any such attornment shall be effective and self-operative as of the date of such termination or expiration of the Master Lease without the execution of any further instrument; provided, however, that upon the request of Master Lessor, Lessee shall execute and deliver any such instruments in recordable form as shall be satisfactory to Master Lessor to evidence such attornment. Such attornment shall provide Master Lessor with all rights of Lessor under this Lease and Lessee shall be obligated to the Master Lessor to perform all of the obligations of Lessee hereunder. Master Lessor shall have no liability to Lessee nor shall the performance by Lessee of its terms (except as provided obligations under this Lease, whether prior to or after any such attornment, be subject to any defense, counterclaim or setoff by reason of any default by Lessor in the performance of any obligation to be performed by Lessor under this Agreement) between Lease. The provisions of this paragraph shall survive the Replacement Concessionaire and General Contractortermination or expiration of the Master Lease or this Lease.

Attornment. Following Termination If Ground Lessor or any other subsequent purchaser of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith Property shall become the landlord of the Premises by Concessionaire, then upon a Final Decision declaring reason of the termination of the Ground Lease or by reason of any other enforcement of the Ground Lease (Ground Lessor or such other purchaser and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act landlord being hereinafter referred as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement ConcessionaireSubsequent Landlord”), General Contractor will, subject to and the provisions of conditions set forth in Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract 2 above have been paid to met at the General Contractor and time Subsequent Landlord becomes landlord of the General Contractor has consented to contracting with Premises, the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution terminated or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract affected thereby but shall continue in full force and effect as a direct contractlease between Subsequent Landlord and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Subsequent Landlord and Subsequent Landlord by virtue of such termination of the Ground Lease shall be deemed to have agreed to accept such attornment, provided, however, that Subsequent Landlord 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 Subsequent Landlord shall become the landlord of the Premises, provided that the foregoing shall not limit Subsequent Landlord’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Subsequent Landlord shall become the landlord of the Premises and (ii) violate Subsequent Landlord’s obligations as landlord under the Lease; provided further, however, that Subsequent Landlord 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 offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Subsequent Landlord shall become the landlord of the Premises, if any, (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 Subsequent Landlord, provided, however, that Tenant shall not be required to replenish any Security Deposit not provided to Subsequent Landlord by Prior Landlord, (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 Subsequent Landlord or (ii) such prepayment shall have been expressly approved by Subsequent Landlord, (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 Ground Lessor’s or Subsequent Landlord’s prior written consent in violation of the terms of the Ground Lease prior to the time Subsequent Landlord succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Premises, or any portion thereof, made prior to the time Subsequent Landlord succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Subsequent Landlord does arise pursuant to this Agreement, such liability shall be limited and restricted to Subsequent Landlord’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Ground Lessor or its successors or assigns, Tenant shall enter into a new lease of the Premises with Ground Lessor or such successor or assign for the then remaining term of the Lease, upon the same terms (and conditions as contained in the Lease, except as otherwise specifically provided in this Agreement) between the Replacement Concessionaire and General Contractor.

Attornment. Following Termination of If the Lease and Concession Agreement (Demised Premises, Building or if such Termination land where the Building is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been located is or will be replaced encumbered by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelymortgage, and the mortgage is foreclosed, or if the Demised Premises, Building or property is sold pursuant to a foreclosure or by reason of a default under a mortgage, the following shall apply notwithstanding the foreclosure, the sale, or the default: (I) Tenant shall not disaffirm this lease or any of its obligations under this lease; (ii) at the request of the applicable mortgagee or purchaser at a foreclosure or sale, Tenant shall attorn to the extent it assumes mortgagee or purchaser, and execute a new lease for the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to Demised Premises setting forth all the provisions of Section 3 this lease except that the term of the new lease shall he for the balance of this Agreementlease. In confirmation of this attornment, attorn Tenant shall promptly execute and deliver at its own cost and expense, any instrument, in recordable form, if required, that Owner or any mortgagee may request to evidence such attornment. Notwithstanding anything contained in the contrary in Articles 7 and recognize any such Replacement Concessionaire as 71 of this Lease, provided that a substitute for Concessionaire under trustee, mortgagee or holder of a mortgage on the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditionedBuilding ("Mortgagee"), or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract successors and/or assigns, shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to Tenant an agreement to the effect that, if there shall be a foreclosure of its mortgage, such Replacement Concessionaire Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant's possession under this Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder, and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition will recognize Tenant as the direct Tenant of such Replacement Concessionaire. Following TerminationMortgagee on the same terms and conditions as are contained in this Lease, upon the receipt by General Contractor subject tot lie provisions hereinafter set forth, provided no Event of the Default shall have occurred and he continuing hereunder beyond any applicable notice contemplated by this Section, the General Contract shall continue in full force and effect cure period (any such agreement being referred to as a direct contract"Nondisturbance Agreement"), in accordance with its terms (except as provided in this Agreement) between Lease shall be subject and subordinate to such mortgage. This clause shall be self-operative and no further instrument of subordination shall be required form Tenant to make the Replacement Concessionaire and General Contractorinterest on any Mortgagee superior to the interest of Tenant hereunder.

Attornment. Following Termination Within a reasonable time after the full execution of this Lease but in no event more than sixty (60) days, Landlord shall obtain a non-disturbance agreement on Tenant’s behalf from the existing Mortgagee, if any, on such Mortgagee’s commercially reasonable standard form (and in recordable form). Provided the applicable mortgagee delivers to Tenant a nondisturbance agreement on such form agreeing that such Mortgagee or any purchaser in a foreclosure sale shall recognize and be bound by the terms of this Lease and Concession Agreement upon a foreclosure or deed in lieu thereof (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire ground lease), this Lease shall be effective subject and selfsubordinate to the provisions, operation and effect of said lien. As a condition to Tenant’s subordination for all future Mortgagees, Landlord shall secure for and promptly deliver to Tenant such a non-operative following Termination immediately upon General Contractordisturbance agreement recognizing Tenant’s receipt (and its designees’, assignees’ and subtenants’) rights under this Lease from each future Mortgagee hereafter encumbering the Building. Subject to the terms of this Section 16.3, if any Person shall succeed to all or any part of the Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, and if such notice without successor-in-interest requests or requires, the execution or delivery of any further instrument. Upon any Tenant shall attorn to such Replacement Concessionaire’s request, General Contractor will successor-in-interest and shall execute and deliver to such Replacement Concessionaire and MDTA within fifteen (15) business days after receipt thereof an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition agreement in confirmation of such Replacement Concessionaireattornment in a form as may be reasonably requested by such successor-in-interest. Following Termination, upon Failure to respond within such fifteen (15) business day period shall be deemed to be a confirmation by the receipt by General Contractor Tenant of the notice contemplated by this Section, the General Contract shall continue in full force facts and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractormatters set forth therein.

Attornment. Following Termination Notwithstanding anything to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Agent for the ratable benefit of Lenders or any other person or entity (“New Owner”) by foreclosure of the Mortgage, by conveyance instrument in-lieu of foreclosure of the Mortgage, or otherwise, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay to New Owner all rental payments required to be made by Tenant pursuant to the terms of the Lease and Concession Agreement for the remainder of the term of the Lease; (or if such Termination is disputed lawfully and b) Tenant shall be bound to New Owner in good faith by Concessionaire, then upon a Final Decision declaring accordance with all of the termination provisions of the Lease and Concession Agreement valid), upon General Contractor’s receipt for the remainder of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire the term of the Lease; (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, c) Tenant shall attorn to and recognize any New Owner as its landlord, such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will instruments; (d) Tenant shall promptly execute and deliver to such Replacement Concessionaire and MDTA New Owner (upon New Owner’s request) an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s appropriate agreement of attornment to New Owner and recognition any subsequent titleholder of the Property; (e) New Owner shall not be subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Owner); (f) New Owner shall not be obligated to complete any construction work required to be done by any prior landlord (including Owner) pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant; (g) New Owner shall not be required to make any repairs to the Property or the leased premises required as a result of fire or other casualty or by reason of condemnation unless New Owner shall be obligated under the Lease to make such repairs and then shall be obligated to finance the completion of such Replacement Concessionaire. Following Terminationrepairs only to the extent of casualty insurance proceeds or condemnation awards received; (h) New Owner shall not be required to make any capital improvements to the Property or to the leased premises which Owner may have agreed to make, upon the receipt by General Contractor but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the notice contemplated leased premises; (i) New Owner shall not be liable for any act, omission or default of any prior landlord (including Owner); (j) New Owner shall not be bound by this Section, any rent or additional rent which Tenant might have paid for more than the General Contract current month or any security deposit or other prepaid charge paid to any prior landlord (including Owner); (k) New Owner shall continue in full force not be bound by any amendment or modification of the Lease made without its written consent; and effect as a direct contract, in accordance with its terms (except as provided in this Agreementl) between New Owner shall not be liable for any obligations of landlord (including Owner) arising under the Replacement Concessionaire and General ContractorLease following any subsequent transfer of the title to the leased premises by New Owner.

Attornment. Following Termination Upon the written request of any person or party ---------- succeeding to the interest of Landlord under this Lease, Tenant shall automatically become the tenant of and attorn to such successor 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, except payments of security for the performance by Tenant of Tenant's obligations under this Lease, or (b) subject to any offset, defense or damages arising out of 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 and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination entered into after Tenant has been given written notice of the Lease name and Concession Agreement valid)address of Landlord's Mortgagee and without the written consent of Landlord's Mortgagee or such successor in interest, upon General Contractor’s receipt not to be unreasonably withheld or delayed. Any transferee or successor-in-interest shall not be liable for any acts, omissions or defaults of notice from MDTA Landlord that Concessionaire has been occurred before the sale or will be replaced by MDTA with one conveyance, or more Persons designated by MDTA to act as a replacement the return of any security deposit except for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been deposits actually paid to the General Contractor and successor or transferee. Tenant agrees to give written notice of any default by Landlord to the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheldholder of any Mortgage. Tenant further agrees that, conditioned, before it exercises any rights or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due remedies under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentLease, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition other than Rent abatement as expressly provided herein, the holder of any such Replacement Concessionaire 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 effective and self-operative following Termination immediately upon General Contractor’s receipt and no further instruments of such notice without the execution subordination, attornment or delivery of mortgagee protection need be required by any further instrumentLandlord's Mortgagee or successor in interest thereto. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following TerminationNevertheless, upon the receipt by General Contractor 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 notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorsame.

Attornment. Following Termination To the extent expressly required under the leases in existence on the Issue Date, the Trustee, on behalf of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination Holders of the Lease Notes, hereby acknowledges and Concession Agreement valid), upon General Contractor’s receipt agrees that the Liens granted pursuant to the Security Documents are subject to the rights of notice from MDTA that Concessionaire has been or certain lessees under such leases (and expressly required thereunder) and will be replaced subject to the rights of lessees under any leases entered into by MDTA with one the Company or more Persons designated by MDTA any Subsidiary Guarantor after the date hereof which are permitted pursuant to act as a replacement for Concessionaire this Indenture (collectively, the "Leases") 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 unreasonably affected by the exercise by the Trustee (or the Collateral Agent or other representative of the Holders under any Security Document) of any of their rights under this Indenture or any of the Security Documents, nor shall any such tenant be in any other way deprived of its rights under the applicable lease except in accordance with the terms of such lease. In the event that the Trustee (or any Collateral Agent or other representative of the Holders under any Security Document) succeeds to the interest of the Company or any Subsidiary Guarantor under a Lease, such Lease shall not be terminated or affected thereby except as set forth herein or therein, and any sale of the applicable leased premises by the Trustee (or the Collateral Agent or other representative of the Holders under any Security Document) under or pursuant to the judgment of any court in an action to enforce the remedies provided for in the Indenture, the Notes or any of the Security Documents shall be made subject to such Lease and the rights of such tenant expressly set forth thereunder. If the Trustee (or the Collateral Agent or other representative of the Holders under any Security Document) succeeds to the interests of the Company or a Subsidiary Guarantor in and to the extent it assumes applicable leased premises or under such lease or enters into possession of such leased premises, the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to Trustee or such Collateral Agent or other representative and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire tenants shall be effective bound to each other under all of the express terms, covenants and self-operative following Termination immediately upon General Contractor’s receipt conditions of such notice without lease, as if the execution Trustee or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to Collateral Agent or other representative was originally the Company or such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect Subsidiary Guarantor as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorlessor thereunder.

Attornment. Following Termination If for any reason the term of the Lease shall terminate or be terminated by operation of any provisions of the Lease or of law prior to the Lease Expiration Date, Subtenant agrees, at the election and Concession Agreement (upon demand of Landlord or if any other owner of the Leased Premises or of the holder of any mortgage in possession of the Leased Premises or of any lessee under any lease to which the Sublease shall be subject and subordinate, to attorn, from time to time, to Landlord or any such Termination is disputed lawfully owner, holder or lessee, upon the then executory terms and conditions set forth in good faith by Concessionairethe Sublease. The foregoing provisions of this Paragraph shall inure to the benefit of any such owner, then holder or lessee, shall apply notwithstanding that, as a matter of law, the Sublease may terminate upon a Final Decision declaring the termination of the Lease and Concession Agreement valid)Lease, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of any such notice without the execution or delivery of any demand, and no further instrumentinstrument shall be required to give effect to said provisions. Upon demand of Landlord or any such Replacement Concessionaire’s requestowner, General Contractor will execute holder or lessee, Subtenant agrees, however, to execute, from time to time, instruments in confirmation of the foregoing provisions of this paragraph, satisfactory to Landlord or any such owner, holder or lessee, in which Subtenant shall acknowledge such attornment and deliver shall set forth the terms and conditions of its tenancy. Nothing contained in this Paragraph shall be construed to impair any right otherwise exercisable by Landlord or any such owner, holder or lessee. Upon request of Landlord or any such owner, holder or lessee, whether made prior or subsequent to such Replacement Concessionaire termination, Tenant and MDTA Subtenant shall deliver an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor executed counterpart of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorSublease to Landlord.

Attornment. Following Termination Notwithstanding anything to the contrary set forth in this Article 22, Xxxxxx agrees to attorn to any person, firm or corporation (“Successor Landlord”) purchasing or otherwise acquiring Landlord’s interest in the Project, the Building or the Premises or any portion thereof at any sale or other proceeding or pursuant to the exercise of any rights, powers, or remedies under any Mortgage as if such Successor Landlord had been named as Landlord herein, it being intended hereby that if this Lease shall be terminated, cut off or otherwise defeated by reason of any act or actions by any Mortgagee, then, at the option of the Successor Landlord, this Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contracteffect. Upon demand, in accordance with its terms (except as from time to time, Xxxxxx shall execute, acknowledge and deliver to Landlord any instruments and certificates necessary or proper to further evidence the subordination and/or attornment provided for in this Agreement) between Article 22 or, if Landlord so elects, to render any Mortgage subordinate to this Lease or to any or all rights of Tenant hereunder, and the Replacement Concessionaire failure of Tenant to execute, acknowledge and General Contractordeliver such instruments and certificates shall constitute a material default hereunder. Tenant further waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of a foreclosure proceeding or a sale in lieu of foreclosure and agrees that this Lease shall not be affected in any way whatsoever by any such proceeding or sale. Tenant hereby irrevocably appoints Landlord as Xxxxxx’s attorney-in-fact to execute and deliver any documents provided herein for and in the name of Tenant, and such power, being coupled with and interest, is irrevocable.

Attornment. Following Termination 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 and Concession Agreement (upon any foreclosure of any Mortgage upon such land or if buildings or upon the execution of any deed in lieu of foreclosure in respect to such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring Mortgage. Tenant shall pay all rental payments required to be made pursuant to the termination terms of this Lease for the duration of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 term of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General ContractorLease. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General ContractorTenant’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrumentinstrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. Upon any such Replacement Concessionaire’s requestIf requested, General Contractor will Tenant shall execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s or instruments confirming its attornment to and recognition as provided for herein; provided, however, that no such Mortgagee or successor- in-interest shall be bound by any payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the express written consent of such Replacement ConcessionaireMortgagee where such consent is required under applicable loan documents. Following TerminationMortgagee shall not be liable for, upon nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, or for the receipt return of any 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 General Contractor Landlord to Mortgagee. If Mortgagee, by succeeding to the interest of Landlord under this Lease, should become obligated to perform the notice contemplated covenants of Landlord hereunder, then, upon, any further transfer of Landlord’s interest by this SectionMortgagee, the General Contract all such obligations shall continue in full force and effect terminate as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorto Mortgagee.

Attornment. Following Termination In the event of (a) a transfer of Landlord's interest in the Lease and Concession Agreement Leased Premises, (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring b) the termination of any ground or underlying lease of the Lease and Concession Agreement valid)Building or the land on which it is constructed, or both, or (c) the purchase of the Building or Landlord's interest therein in a foreclosure sale or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, upon General Contractor’s receipt demand by the owner of notice from MDTA that Concessionaire has been the Building or will be replaced by MDTA with one the land on which it is constructed, or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreementboth, attorn to and recognize any such Replacement Concessionaire the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this Lease for the balance then remaining of the Term, and thereafter this Lease shall continue as a substitute for Concessionaire under the General Contractdirect lease between such person, without any necessity for a consent as "Landlord," and Tenant, as "Tenant," except that such lessor, transferee or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent purchaser shall not be considered unreasonable liable for any act or omission of Landlord prior to such lease termination or prior to such person's succession to title, nor be subject to any offset, defense or counterclaim accruing prior to such lease termination or prior to such person's succession to title, nor be bound by any payment of Basic Rent or Additional Charges prior to such lease termination or prior to such person's succession to title for more than one (1) month in advance. Tenant shall, upon request by Landlord or the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section, provided any such eventinstrument or other document is in form and content as would be customary in the industry and does not materially modify or amend the terms and conditions of this lease. General Contractor’s attornment Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to and recognition give Tenant any right to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder, upon or as a result of the termination of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without ground or underlying lease or the execution or delivery completion of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute foreclosure and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorsale.

Attornment. Following Termination If the interest of Landlord in the Property and under the Lease shall be acquired by Agent by reason of foreclosure of the Mortgage or any other act or proceeding(s) made or brought to enforce the rights of the Agent, including, but not limited to, by deed in lieu of foreclosure or as a result of any other means, then the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelyall terms therein, and to the extent it assumes the role rights of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Tenant thereunder, General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contractand shall not be altered, terminated, or disturbed, except in accordance with its the terms of the lease, and Tenant shall be bound to Agent and Agent shall be bound to Tenant, subject to the terms hereof under all of the terms, covenants and conditions of the Lease for the balance of the terms, and any renewals thereof with the same force and effect as if the Agent were the Landlord under the Lease. In the event Agent acquires the interest of Landlord, Tenant hereby agrees to attorn to Agent as his landlord, said attornment to be effective and self-operative without the execution of any other instruments on the part of either party hereto, immediately upon Agent succeeding to the interest of Landlord under the Lease with written notice of same being delivered to Tenant. Upon receipt by Tenant of said written notice from Agent that Agent has succeeded to the interest of Landlord under the Lease, Tenant will make all payments of monetary obligations due by Tenant under the Lease at the address provided by /s/ [ILLEGIBLE] Initials Agent in the notice. Tenant agrees, however, upon the election of and written demand by Agent within sixty (60) days after Agent receives title to Property, to execute an instrument in confirmation of the foregoing provisions, satisfactory to Agent and Tenant, in which Tenant shall acknowledge this agreement to attorn which shall set forth the terms and conditions hereof and shall not be deemed or construed, in any way, as expanding or modifying Tenant’s obligations as tenant under the Lease, except as provided in this Agreement) between the Replacement Concessionaire and General Contractorwhere specifically set forth herein.

Attornment. Following Termination For the purposes of this Section, the term "Successor ---------- Landlord" shall mean the Superior Lessor or Superior Mortgagee if the same succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease by virtue of having purchased the Land and the Building at a foreclosure sale. The Successor Landlord shall accept Tenant's attornment, assume Landlord's obligations under the Lease, and shall not disturb Tenant's quiet possession of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, Premises. Tenant shall attorn to and recognize any such Replacement Concessionaire Successor Landlord as a substitute for Concessionaire Tenant's Landlord under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor this Lease and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment. Upon such attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract Lease shall continue in full force and effect as a direct contractlease between the Successor Landlord and Tenant upon all of the terms, in accordance with its terms (except conditions and covenants as provided are set forth in this AgreementLease except that the Successor Landlord shall not: (i) be liable for any previous act or omission of Landlord under this Lease except that Tenant may terminate the Lease if the Successor Landlord fails to cure any continuing breach of this Lease caused by the Landlord's prior acts or omissions within a reasonable period of time; (ii) be subject to any offset, deficiency or defense which theretofore shall have accrued to Tenant against Landlord; (iii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month's Base Rent, unless such modification or prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee whose name and address shall previously have been furnished to Tenant and through or by reason of which the Successor Landlord shall have succeeded to the right of Landlord under this Lease; (iv) be liable for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises required under this Lease, or any expansion or rehabilitation of existing improvements upon the Premises, or for restoration of improvements following any casualty not required to be insured under this Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (v) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in the period between the Replacement Concessionaire recording of any Superior Mortgage and General Contractorthe execution of this Lease or any lien or judgment which may arise at any time under the terms of this Lease; or (vi) be liable for the return of any security deposit which was not actually transferred to the Successor Landlord.

Attornment. Following Termination If Lender succeeds to Landlord’s interest in the Lease, Tenant will be bound to Lender according to the Lease for the balance of the term of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination any extension of the Lease as if Lender were the Landlord under the Lease, and Concession Agreement valid)Tenant will attorn to Lender as its Landlord, immediately upon General ContractorLender’s succeeding to the interest of Landlord under the Lease; and Tenant will be obligated to pay rent to Lender upon Tenant’s receipt of written notice from MDTA Lender that Concessionaire it has been or succeeded to the interest of Landlord in the Lease. Subject to Paragraph 4, upon such attornment the rights and obligations of Tenant and Lender will be replaced by MDTA with one or more Persons designated by MDTA the same as they would have been if Lender had been landlord under the Lease. Notwithstanding the terms of this Paragraph 3, Tenant will be obligated to act as a replacement for Concessionaire (collectively, and pay rent directly to Lender prior to Lender’s succeeding to Landlord’s interest in the extent it assumes Lease upon the role earlier of Tenant’s receipt of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject copy of (a) notice from Lender to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire Tenant that Landlord is in default under the General Contractterms and conditions of the Note evidencing the Loan and/or the loan instruments securing same and that Landlord has failed to cure said default within the cure period permitted and instructing Tenant to pay all rents under the Lease to Lender from and after said notice, without any necessity for a by virtue of the authority herein and in the Assignment of Rents and Leases recorded at O.R. Book , Page , Public Records of Pinellas County, Florida; (b) an order of sequestration in favor of Lender; or (c) notice of Lender having taken possession of the Premises either by consent or approval from Concessionaire provided by the appointment of a receiver. Tenant is hereby expressly authorized and directed by Landlord to pay in accordance with this Paragraph 3 any and all amounts due under the General Contract have been paid Landlord pursuant to the General Contractor and the General Contractor has consented Lease to contracting with the Replacement Concessionaire which Lender or such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable nominee as Lender may designate in such event. General Contractor’s attornment writing delivered to and recognition received by Tenant, said Tenant being expressly relieved of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt all duty, liability or obligation to Landlord in respect of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorall payments so made.

Attornment. Following Termination In the event of (a) a transfer of Landlord's interest in the Lease and Concession Agreement Leased Premises, (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring b) the termination of any ground or underlying lease of the Lease and Concession Agreement valid)Building and/or underlying land, upon General Contractor’s receipt or (c) the purchase of notice from MDTA that Concessionaire has been the Building or will be replaced Landlord's interest therein at a foreclosure sale or by MDTA with one deed in lieu of foreclosure under any mortgage or more Persons designated by MDTA pursuant to act as a replacement for Concessionaire (collectivelypower of sale contained in any mortgage, and to the extent it assumes the role then in any of a replacement contractor for Concessionaire a “Replacement Concessionaire”)such events, General Contractor willTenant shall, subject to the provisions of Section 3 of this Agreementat Landlord's request, attorn to and recognize any such Replacement Concessionaire the transferee or purchaser of Landlord's interest or the landlord under the terminated ground or underlying lease, as the case may be, as landlord under this Lease for the balance then remaining of the Term, and thereafter this Lease shall continue as a substitute for Concessionaire under the General Contractdirect lease between such person, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentas "Landlord", and General Contractor's withholding of consent Tenant, as "Tenant", but such landlord, transferee or purchaser shall not be considered unreasonable liable for any act or omission of Landlord prior to such lease termination or prior to such person's succession to title, nor be subject to any offset, defense or counterclaim accruing prior to such lease termination or prior to such person's succession to title, nor be bound by any payment of Basic Rent or Additional Charges prior to such lease termination or prior to such person's succession to title for more than one month in such eventadvance. General Contractor’s attornment Tenant agrees that, within five (5) days after written request therefor from Landlord, it will, from time to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s requesttime, General Contractor will execute and deliver any instrument or other document required by any mortgagee, transferee, purchaser or other interested person to confirm such Replacement Concessionaire attornment and/or such obligation to attorn. Tenant hereby irrevocably constitutes and MDTA an instrument reasonably acceptable appoints Landlord as Tenant's attorney-in-fact to General Contractor acknowledging General Contractor’s attornment to execute, acknowledge and recognition deliver any and all such instruments for and on behalf of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorTenant.

Attornment. Following Termination of If the Lease and Concession Agreement (Demised Premises, Building or if such Termination land where the Building is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been located is or will be replaced encumbered by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelymortgage, and the mortgage is foreclosed, or if the Demised Premises, Building or property is sold pursuant to a foreclosure or by reason of a default under a mortgage, the following shall apply notwithstanding the foreclosure, the sale, or the default: (i) Tenant shall not disaffirm this lease or any of its obligations under this lease; (ii) at the request of the applicable mortgagee or purchaser at a foreclosure or sale, Tenant shall attorn to the extent it assumes mortgagee or purchaser and execute a new lease for the role Demised Premises setting forth all the provisions of this lease except that the term of the new lease shall be for the balance of this lease. In confirmation of this attornment, Tenant shall promptly execute and deliver at its own cost and expense, any instrument, in recordable form, if required, that Owner or any mortgagee may request to evidence such attornment. Notwithstanding anything contained in the contrary in Articles 7 and 71 of this Lease, provided that a trustee, mortgagee or holder of a replacement contractor for Concessionaire a “Replacement Concessionaire”mortgage on the Building ("Mortgagee"), General Contractor willor it successors and/or assigns, shall execute and deliver to Tenant an agreement to the effect that, if there shall be a foreclosure of its mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant's possession under this Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder, and will recognize Tenant as the direct Tenant of such Mortgagee on the same terms and conditions as are contained in this Lease, subject to the provisions hereinafter set forth, provided no Event of Section 3 of this Agreement, attorn to Default shall have occurred and recognize be continuing hereunder beyond any applicable notice and cure period (any such Replacement Concessionaire agreement being referred to as a substitute for Concessionaire under the General Contract"Nondisturbance Agreement"), without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid this Lease shall he subject and subordinate to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractormortgage. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire This clause shall be effective and self-operative following Termination immediately upon General Contractor’s receipt and no further instrument of such notice without subordination shall be required from Tenant to make the execution or delivery interest on any Mortgagee superior to the interest of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorTenant hereunder.

Attornment. Following Termination of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by ConcessionaireIf, then upon a Final Decision declaring at any time prior to the termination of this Lease, the Lessor or Mortgagee, or their successors or assigns, who acquire the interest of Landlord under this Lease through foreclosure action or a deed-in-lieu thereof, whereby the Lessor or Mortgagee succeeds to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and Concession Agreement validupon request of any such party (hereinafter called the "Successor Landlord"), upon General Contractor’s receipt of notice to attorn fully and completely from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA time to act as a replacement for Concessionaire (collectivelytime, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire Successor Landlord as a substitute for Concessionaire Tenant's landlord under this Lease upon the General Contractexecutory terms of this Lease; provided, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid however, such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provisions of this Section 13.03 shall inure to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition benefit of any such Replacement Concessionaire Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of a Superior Lease, shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of any such notice without the execution or delivery demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any further instrument. Upon such Successor Landlord, agrees to execute any instruments to evidence and confirm the foregoing provisions of this Section 13.03, satisfactory to any such Replacement Concessionaire’s requestSuccessor Landlord, General Contractor will acknowledging such attornment and setting forth the terms and conditions of its tenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and deliver to on behalf of Tenant, such Replacement Concessionaire and MDTA appointment being coupled with an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorinterest.

Attornment. Following Termination Lender and Tenant agree that if Lender shall become the owner of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith Property by Concessionaire, then upon a Final Decision declaring the termination reason of the Lease and Concession Agreement valid), upon General Contractor’s receipt foreclosure of notice from MDTA that Concessionaire has been the Security Instrument or will be replaced by MDTA with one the acceptance of a deed or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelyassignment in lieu of foreclosure or otherwise, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of conditions set forth in Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract 2 above have been paid to met at the General Contractor and time Lender becomes owner of the General Contractor has consented to contracting with Property, the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution terminated or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract affected thereby but shall continue in full force and effect as a direct contractlease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in the event, Tenant agrees to attorn to Lender and Lender agrees to 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 condemnation awards and Lender 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) for Landlord's failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender 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, (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Landlord 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, (d) 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 offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender 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 its terms the Lease unless such sums are actually received by Lender, (except as provided g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in this Agreementadvance to any prior Landlord unless (i) between the Replacement Concessionaire and General Contractor.such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by Lender, (h) bound to make any payment to Tenant which was required

Attornment. Following Termination of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then Tenant agrees that upon a Final Decision declaring the any termination of Landlord’s interest in the Lease and Concession Agreement valid)Premises, Tenant shall, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreementrequest, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent person or approval from Concessionaire provided all amounts due under the General Contract have been paid organization then holding title to the General Contractor reversion of the Premises (the “Successor”) and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentall subsequent Successors, and General Contractor's withholding shall pay to the Successor all of consent the rents and other monies required to be paid by Tenant hereunder and perform all of the other terms, covenants, condi­tions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall not be considered unreasonable so request from such Successor in writing, such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire Successor shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA Tenant an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of wherein such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor Successor agrees that as long as Tenant performs all of the notice contemplated terms, covenants and condi­tions of this Lease, on Tenant’s part to be performed, Tenant’s possession under the provisions of this Lease shall not be dis­turbed by such Successor. In the event that the Mortgagee succeeds to the interest of Landlord hereunder and is advised by its counsel that all or any portion of the Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease. Tenant shall execute all documents necessary to effect any such amendment within ten (10) days after written request from Mortgagee, as landlord, provided that in no event shall such amendment increase Tenant’s payment obligations or other liability under this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorLease or reduce Landlord’s obligations hereunder.

Attornment. Following Termination If, and so long as this Lease is in full force and effect, then at the option of the mortgagee: (a) this Lease shall remain in full force, notwithstanding (i) a default under the mortgage by Landlord, (ii) failure of Landlord to comply with this Lease, (iii) a defense to which Tenant might be entitled against Landlord under this Lease, or (iv) any bankruptcy or similar proceedings with respect to Landlord, (b) if any such mortgagee shall become possessed of the Premises, Tenant shall be obligated to such mortgagee to pay to it the rentals and Concession Agreement other charges due hereunder and to thereafter comply with all the terms of this Lease, and (c) if any mortgagee or if purchaser, at a private or public sale shall become possessed of the Premises, Tenant shall, without charge, attorn to such Termination mortgagee or purchaser as its landlord under this Lease. Tenant agrees that in the event Landlord is disputed lawfully in default under this Lease, any mortgagee or trustee under a deed of trust of Landlord's interest in the Premises shall be permitted (but not required) to enter the Premises for the purpose of correcting or remedying such default, and Tenant agrees to accept performance by such mortgagee or trustee in good faith lieu of performance by ConcessionaireLandlord. Tenant further agrees that, then upon from and after written notice from Landlord of the name and address of any mortgagee or trustee, Tenant will deliver notice to any such mortgagee or trustee of a Final Decision declaring default by Landlord under the Lease. Notwithstanding any provision of this Lease, Tenant agrees that no termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one abatement or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of reduction or rent or any other amounts under this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire Lease shall be effective unless and self-operative following Termination immediately upon General Contractor’s receipt until such mortgagee or trustee has received notice and fails within thirty (30) days of the date on which Landlord's cure period expires to cure the default of Landlord in question, or if the default cannot be cured within said thirty (30) days, fails to commence and diligently prosecute the cure of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractordefault.

Attornment. Following Termination If Mortgagee succeeds to the interest of Landlord in the ---------- Lease by reason of foreclosure, dispossession or other proceedings brought by Mortgagee, or by any other manner, Tenant shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring for the termination balance of the Lease Term thereof and Concession Agreement valid)any extensions thereof effected in accordance with any option therefor in the Lease, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act the same force and effect as a replacement for Concessionaire (collectivelyif Mortgagee were the landlord under the Lease, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, Tenant does hereby attorn to and recognize any such Replacement Concessionaire Mortgage as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractorits landlord. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s Such attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice operative, without the execution or delivery of any further instrumentinstruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Landlord under the Lease. Upon any In confirmation of such Replacement Concessionaire’s requestattornment, General Contractor will Tenant shall execute and deliver promptly any certificate or other instrument which Mortgagee may request; provided, that Tenant shall be under no obligation to pay Minimum Rent, -------- Additional Rent or other sums payable under the Lease until Tenant receives written notice from Mortgagee that Mortgagee has succeeded to the interest of Landlord under the Lease or that Mortgagee has exercised any right under the Mortgage to collect such Replacement Concessionaire payments directly from Tenant. The respective rights and MDTA an instrument reasonably acceptable obligations of Tenant and Mortgagee upon such attornment shall be the same as set forth in the Lease. Such attornment shall also extend to General Contractor acknowledging General Contractor’s attornment to the successors and recognition assigns of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force Landlord including Mortgagee and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorall future or successor mortgagees.

Attornment. Following Termination of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then Tenant agrees that upon a Final Decision declaring the any termination of Landlord's interest in the Lease and Concession Agreement valid)Premises, Tenant shall, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreementrequest, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent person or approval from Concessionaire provided all amounts due under the General Contract have been paid organization then holding title to the General Contractor reversion of the Premises (the "Successor") and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentall subsequent Successors, and General Contractor's withholding shall pay to the Successor all of consent the rents and other monies required to be paid by Tenant hereunder and perform all of the other terms, covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall not be considered unreasonable so request from such Successor in writing, such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire Successor shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA Tenant an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of wherein such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor Successor agrees that as long as Tenant performs all of the notice contemplated terms, covenants and conditions of this Lease, on Tenants part to be performed, Tenant's possession under the provisions of this Lease shall not be disturbed by such Successor. In the event that the Mortgagee succeeds to the interest of Landlord hereunder and is advised by its counsel that all or any portion of the Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease. Tenant shall execute all documents necessary to effect any such amendment within ten (10) business days after written request from Mortgagee, as landlord, provided that in no event shall such amendment increase Tenant's payment obligations or other liability under this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorLease or reduce Landlord's obligations hereunder.

Attornment. Following Termination Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or shall become the owner of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith Property by Concessionaire, then upon a Final Decision declaring the termination reason of the Lease and Concession Agreement valid), upon General Contractor’s receipt foreclosure of notice from MDTA that Concessionaire has been the Security Instruments or will be replaced by MDTA with one the acceptance of a deed or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelyassignment in lieu of foreclosure or otherwise, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of conditions set forth in Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract 2 above have been paid to met at the General Contractor and time Lender becomes such successor or owner of the General Contractor has consented to contracting with Property, the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution terminated or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract affected thereby but shall continue in full force and effect as a direct contractlease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to 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 condemnation awards and Lender 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) for Landlord's failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale; (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Landlord shall be obligated under the Lease to make such repairs, and Lender shall have received or be entitled to receive sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs; (d) 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 offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with its terms the Lease, except to the extent such sums are actually received by Lender; (except as provided g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in this Agreementadvance to any prior Landlord unless (i) between such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by Lender; (h) bound to make any payment to Tenant which was required under the Replacement Concessionaire and General ContractorLease, otherwise to be made prior to the time Lender succeeded to Landlord's interest; (i) bound by any agreement amending, modifying or terminating the lease made without Lender's prior written consent prior to the time Lender succeeded to Landlord's interest; or (j) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Lender succeeded to Landlord's interest other than if pursuant to the provisions of the Lease.

Attornment. Following Termination Tenant agrees that the institution of any action or other proceedings by Lender under the Mortgage in order to realize upon Landlord's interest in the Premises shall not result in the cancellation or termination of the Lease or Tenant's obligations thereunder. If Lender shall become the owner of the Premises by reason of the foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosure or otherwise, (a) the Lease shall not be terminated or affected thereby, (b) Tenant shall attorn to Lender and recognize Lender as its landlord under the Lease for the unexpired term of the Lease, subject to all of the terms and conditions of the Lease and Concession Agreement such attornment shall be effective and self‑operative without the execution of any further instrument on the part of Lender or Tenant, (c) if, by operation of law, or if such Termination is disputed lawfully otherwise, the commencement of any action or other proceedings by Lender under the Mortgage or the entry into and taking possession of the Premises shall result in good faith by Concessionaire, then upon a Final Decision declaring the cancellation or termination of the Lease or Tenant's obligations thereunder, Tenant shall, upon request, execute and Concession Agreement validdeliver a new lease of the Premises containing the same terms and conditions as contained in the Lease (including all right of renewal and extension), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been for the remaining term thereof, and (d) Lender shall not be (i) responsible or will be replaced by MDTA with one or more Persons designated by MDTA to act liable for any monetary damages as a replacement for Concessionaire result of, or obligated to cure, any defaults by Landlord under the Lease (collectivelyprovided that the foregoing shall not be deemed to relieve Lender or any other party from the obligation to perform any obligations of a continuing nature, and at the time that Lender or any other party succeeds to the interest of Landlord under the Lease), (ii) subject to claims, defenses or offsets under the Lease or against Landlord which arose or existed prior to the time Lender obtains possession of the Premises (provided that the foregoing shall not be deemed to (A) relieve Lender or any other party from any obligations of a continuing nature, at the time that Lender or any other party succeeds to the interest of Landlord under the Lease), or (B) modify or waive any rights of self-help, set-off, abatement or termination expressly provided in the Lease or otherwise provided by applicable law, (iii) bound by any rent paid more than thirty (30) days in advance other than prepayments expressly required by the Lease, but only to the extent it assumes the role required, and credits due Tenant pursuant to any payment of a replacement contractor for Concessionaire a “Replacement Concessionaire”additional rent made in advance (including CAM, insurance and real estate taxes), General Contractor will, subject to (iv) liable for the provisions return of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been security deposit paid to any prior landlord, including Landlord, unless Lender has actually received the General Contractor and same, or (v) bound by any material amendment or modification of the General Contractor has consented to contracting with Lease or any waiver of any term of the Replacement Concessionaire Lease made without Lender’s written consent, which such consent will shall not be unreasonably withheld, conditioned, conditioned or delayed and it being agreed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractor.Exhibit F

Attornment. Following Termination In the event the holder of any Security Document (or any other person or entity) shall come into possession of or acquire title to the Project as a result of the Lease and Concession Agreement enforcement or foreclosure (judicial or nonjudicial) of such Security Document, or by means of the delivery to such holder (or if to such Termination is disputed lawfully and in good faith by Concessionaire, then upon other person or entity) of a Final Decision declaring the termination deed-in-lieu of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been foreclosure or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire result of any other means, or in the event that Landlord’s estate in such real property is conveyed or passes to a person or entity by operation of law or any other means (collectivelysuch holder, and any other such person or entity, so coming into possession of or acquiring title to the extent it assumes the role of a replacement contractor for Concessionaire such real property being sometimes collectively referred to herein in such capacity as a “Replacement ConcessionaireSuccessor Owner”), General Contractor willthen in any of said events Tenant shall, subject to at the provisions election and upon the request of Section 3 of this Agreementsuch Successor Owner, attorn to and recognize any such Replacement Concessionaire Successor Owner as a substitute for Concessionaire its landlord under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractorthis Lease. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s The foregoing attornment to and recognition of any such Replacement Concessionaire requirement shall be effective and self-operative following Termination immediately upon General Contractor’s receipt any such request of such notice a Successor Owner without the execution or delivery of any further instrumentinstruments on the part of any of the parties hereto immediately upon the Successor Owner coming into possession of, or acquiring title to, the Project. Upon any Tenant agrees, however, upon demand of such Replacement Concessionaire’s requestSuccessor Owner, General Contractor will to execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor Tenant in confirmation of the notice contemplated foregoing provisions prepared by such Successor Owner. Upon such attornment, Tenant shall be bound to the Successor Owner under all of the terms, covenants and conditions of the Lease for the balance of the Term and any extensions or renewals thereof (if any) which may be effected in accordance with any option set forth in this SectionLease, with the General Contract shall continue in full same force and effect as if the Successor Owner were the Landlord under this Lease, except that in such case neither the holder of the related Security Document nor the Successor Owner shall: (i) be liable for any act, omission or default of any prior landlord under this Lease (including, without limitation, Landlord); or (ii) be subject to any offsets or defenses which Tenant might have against any prior landlord under this Lease (including, without limitation, Landlord) except to the extent such act, omission or default is of a direct contractcontinuing nature and continues after the period the Successor Owner has succeeded to the interest of the Landlord under this Lease, and is capable of being cured, and such Successor Owner has been provided with written notice of the same; or (iii) be bound by any rent or additional rent which Tenant might have paid for more than the then current month to any prior landlord under this Lease (including, without limitation, Landlord) or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in accordance with its terms advance to any prior landlord under this Lease (including, without limitation, Landlord) (except as provided to the extent the holder of such Security Document or other Successor Owner shall have actually received any such amounts); or (iv) be bound by any amendment or modification of this Lease made without the consent of the holder of such Security Document or other such Successor Owner (unless such consent was not required under such Security Document); or (v) be bound by any agreement of any landlord under this Lease (including, without limitation, Landlord) with respect to the completion of any improvements in this Agreement) between the Replacement Concessionaire and General ContractorPremises or the real property encumbered by the Security Document or for the payment or reimbursement to Tenant of any contribution to the cost of the completion of any such improvements.

Attornment. Following Termination 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 and Concession Agreement (upon any foreclosure of any Mortgage upon such land or if buildings or upon the execution of any deed in lieu of foreclosure in respect to such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring Mortgage. Tenant shall pay all rental payments required to be made pursuant to the termination terms of this Lease for the duration of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 term of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General ContractorLease. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General ContractorTenant’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrumentinstrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. Upon any such Replacement Concessionaire’s requestIf requested, General Contractor will Tenant shall execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s or instruments confirming its attornment to and recognition as provided for herein; provided, however, that no such Mortgagee or successor-in-interest shall be bound by any payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the express written consent of such Replacement ConcessionaireMortgagee where such consent is required under applicable loan documents. Following TerminationMortgagee shall not be liable for, upon nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, nor for the receipt return of any 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 General Contractor Landlord to Mortgagee. If Mortgagee, by succeeding to the interest of Landlord under this Lease, should become obligated to perform the notice contemplated covenants of Landlord hereunder, then, upon, any further transfer of Landlord’s interest by this SectionMortgagee, the General Contract all such obligations shall continue in full force and effect terminate as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorto Mortgagee.

Attornment. Following Termination Lender and Tenant agree that upon the conveyance of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith Property by Concessionaire, then upon a Final Decision declaring the termination reason of the Lease and Concession Agreement valid), upon General Contractor’s receipt foreclosure of notice from MDTA that Concessionaire has been the Mortgage or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role acceptance of a replacement contractor for Concessionaire a “Replacement Concessionaire”)deed or assignment in lieu of foreclosure or otherwise, General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition terminated or affected thereby (at the option of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt the transferee of the Property (the “Transferee”) if the Conditions above have not been met at the time of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract transfer) but shall continue in full force and effect as a direct contractlease between the Transferee and Tenant upon all of the terms, 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, and the 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) 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, (c) required to make any repairs to the Property or 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, (d) 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 offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord 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 its terms the Lease unless such sums are actually received by the Transferee, (except as provided g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in this Agreementadvance to any prior Landlord unless (i) between such sums are actually received by the Replacement Concessionaire and General ContractorTransferee or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the 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 the Transferee succeeded to Landlord’s interest or (j) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease.

Attornment. Following Termination Notwithstanding the generality of the foregoing provisions of Section 18.1, any mortgagee or lessor of Landlord shall have the right at any time to subordinate any such mortgage or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of any such mortgage, or the sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall, upon request of such mortgagee or any person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale (each a “Successor Landlord”), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of such Successor Landlord, without change in the terms or other provisions of this Lease (or, in the case of a permitted sublease, without change in this Lease or in the instrument setting forth the terms of such sublease) and the Successor Landlord shall assume all obligations of “Landlord” under this Lease. Notwithstanding the foregoing, in no event shall the Successor Landlord be (i) bound by any payment made by Tenant of Rent or Additional Rent for more than one (1) month in advance, (ii) bound by any termination, modification, amendment or surrender of the Lease and Concession Agreement done without the Successor Landlord’s consent, (iii) liable for any damages or if subject to any offset or defense by Tenant to the payment of Rent by reason of any act or omission of any prior landlord (including Landlord), or (iv) personally or corporately liable, in any event, beyond the limitations on landlord liability set forth in Section 25.5 of this Lease. This agreement of Tenant to attorn to a Successor Landlord shall survive any such Termination is disputed lawfully and foreclosure sale, trustee’s sale conveyance in good faith by Concessionaire, then upon a Final Decision declaring the lieu thereof or termination of the Lease and Concession Agreement valid)any underlying lease. Tenant shall upon demand at any time, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been before or will be replaced by MDTA with one after any such foreclosure or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelytermination execute, acknowledge, and deliver to the extent it assumes Successor Landlord any reasonable written instruments and certificates evidencing such attornment as such Successor Landlord may reasonably require; provided, however, that Landlord shall use its reasonable efforts to require that the role Successor Landlord provide in such agreement that upon such attornment, as long as Tenant is not in default hereunder, Tenant’s possession of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of Premises under this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractordisturbed.

Attornment. Following Termination Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or shall become the owner of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith Property by Concessionaire, then upon a Final Decision declaring the termination reason of the Lease and Concession Agreement valid), upon General Contractor’s receipt foreclosure of notice from MDTA that Concessionaire has been the Security Instruments or will be replaced by MDTA with one the acceptance of a deed or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelyassignment in lieu of foreclosure or otherwise, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of conditions set forth in Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract 2 above have been paid to met at the General Contractor and time Lender becomes such successor or owner of the General Contractor has consented to contracting with Property, the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution terminated or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract affected thereby but shall continue in full force and effect as a direct contractlease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event. Tenant agrees to attorn to Lender and Lender agrees to 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 condemnation awards and Lender 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) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale; (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender 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; (d) 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 offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with its terms the Lease, except to the extent such sums are actually received by Lender; (except as provided g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in this Agreementadvance to any prior Landlord unless (i) between such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by Lender; (h) bound to make any payment to Tenant which was required under the Replacement Concessionaire and General ContractorLease, or otherwise, to be made prior to the time Lender succeeded to Landlord’s interest (i) bound by any agreement amending, modifying or terminating the lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest; or (j) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Lender succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease.

Attornment. Following Termination Lender and Tenant agree that upon the conveyance of ---------- the Property by reason of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination foreclosure of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been Mortgage or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role acceptance of a replacement contractor for Concessionaire a “Replacement Concessionaire”)deed or assignment in lieu of foreclosure or otherwise, General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable terminated or affected thereby (at the option of the transferee of the Property (the "Transferee") if the conditions set forth in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt Section 2 above have not been met at the time of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract transfer) but shall continue in full force and effect as a direct contractlease between the Transferee and Tenant upon all of the terms, 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, 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 condemnation awards and the 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) 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 (providing that nothing set forth herein shall be deemed to negate a Transferee's obligation to perform the Landlord's obligations under the Lease arising after the date the Transferee becomes owner of the Property), or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale, (c) required to make any repairs to the Property or 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, (d) required (i) 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 (ii) to perform or provide any services, in either case, not required to be made or be performed by the Landlord under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord 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 its terms the Lease unless such sums are actually received by the Transferee, (except as provided g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in this Agreementadvance to any prior Landlord unless (i) between such sums are actually received by the Replacement Concessionaire and General ContractorTransferee or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord's interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Transferee's prior written consent prior to the time the Transferee succeeded to Landlord's interest or (j) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time the Transferee succeeded to Landlord's interest other than if pursuant to the provisions of the Lease.

Attornment. Following Termination This Lease may at Landlord's option, be subordinate to any ground lease, mortgage, deed of trust or other hypothecation or security now or hereafter placed upon the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon real property of which the Premises are a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelypart, and to any and all advances made on a security thereof, and to all renewals, modifications, consolidations, replacements, and extensions thereof Notwithstanding such subordination, Tenant's right to quiet possession of the extent it assumes Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the role rent and observe and perform all of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this AgreementLease, attorn unless this Lease is otherwise terminated pursuant to and recognize its terms. If any such Replacement Concessionaire as a substitute for Concessionaire under the General Contractmortgagee, without any necessity for a consent trustee or approval from Concessionaire provided all amounts due under the General Contract ground lessor shall elect to have been paid this Lease prior to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheldlien of its mortgage, conditioneddeed of trust, or delayed by ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior to or subsequent to the General Contractordate of said mortgage, deed of trust or ground lease, or the date of recording thereof Tenant agrees to execute any and all documents required to effectuate an attornment, a subordination or to make this lease subsequent to the hen of any mortgage, deed of trust or ground lease, as the case may be. Replacement ConcessionaireTenant's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract execute such documents within ten (10) days after written demand by Landlord shall constitute sufficient reason for General Contractor a material default by Tenant hereunder, or, at Landlord's option, Landlord shall execute such documents on behalf of Tenant as Tenant's attorney in fact. For that purpose, Tenant does hereby make, constitute and irrevocable appoint Landlord as Tenant's attorney in fact and in Tenant's name, place and stead, to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in execute such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, documents in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorparagraph.

Attornment. Following Termination If the interest of Landlord under the Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of the Mortgage, pursuant to the taking of a deed in lieu of foreclosure (or similar device) or as a result of the exercise of any power of sale under the Mortgage, Tenant shall be bound to the Successor and, except as provided herein, the Successor shall be bound to Tenant, under all of the terms, covenants and conditions of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring for the termination balance of the Lease term thereof remaining, with the same force and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act effect as a replacement for Concessionaire (collectivelyif the Successor were the landlord, and Tenant does hereby (i) agree to attorn to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Successor as its landlord, General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire (ii) affirm its obligations under the General ContractLease, without any necessity for a consent or approval from Concessionaire provided and (iii) agree to make payments when due of all amounts sums due under the General Contract have been paid Lease to the General Contractor Successor, said attornment, affirmation and the General Contractor has consented agreement to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice Tenant and the Successor without the execution or delivery of any further instrumentinstruments. Upon Tenant shall, at the request of Successor, execute, acknowledge and deliver such further commercially reasonable instruments evidencing such attornment as are reasonably desired by the Successor. Tenant waives the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Lease or the obligations of Tenant thereunder by reason of any foreclosure or similar proceeding. Anything in the Lease to the contrary notwithstanding, in the event that a Successor shall succeed to the interests of Landlord under the Lease, the Successor shall have no obligation, nor incur any liability, beyond its then interest, if any, in the Premises and Tenant shall look exclusively to such interest of the Successor, if any, in the Premises for the payment and discharge of any obligations imposed upon the Successor hereunder or under the Lease. Tenant agrees that with respect to any judgment which may be obtained by Tenant against the Successor, Tenant shall look solely to the estate or interest owned by the Successor in the Premises and Tenant will not collect or attempt to collect any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition judgment out of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor any other assets of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorSuccessor.

Attornment. Following Termination If Lender shall become the owner of the Lease and Concession Agreement (Mortgaged Property or if such Termination is disputed lawfully and the Mortgaged Property shall be sold by reason of non-judicial or judicial foreclosure or other proceedings brought to enforce the Mortgage or the Mortgaged Property shall be conveyed by deed in good faith by Concessionairelieu of foreclosure, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contractLease between Tenant and Lender (or other purchaser of the Mortgaged Property, who shall succeed to the rights and duties of Landlord), provided that the conditions and agreements of non-disturbance and other agreements as set forth in Paragraph 2 of this Agreement above are met and provided that Lender (or other purchaser of the Mortgaged Property) performs all obligations of the landlord under the Lease arising from and after the date Lender (or other purchaser of the Mortgaged Property) acquires title to the Property. In such event, Tenant shall attorn to Lender or such purchaser, as the case may be, upon any such occurrence and shall recognize Lender or such purchaser, as the case may be, as the landlord under the Lease. Such attornment shall be effective and self-operative without the execution of any further instrument on the part of any of the parties hereto. Tenant agrees, however, to execute and deliver at any time and from time to time, upon the request of Lender or of any holder(s) of any of the indebtedness or other obligations secured by the Mortgage or any such purchaser, any instrument or certificate which, in accordance the sole reasonable judgment of the requesting party, is necessary or appropriate, in connection with its terms (except any such foreclosure or deed in lieu of foreclosure or otherwise, to evidence such attornment, which instrument or certificate shall be in form and content reasonably acceptable to Tenant. Tenant hereby 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 or election to terminate or otherwise adversely affect the Lease and the obligations of Tenant thereunder as provided a result of any such foreclosure or deed in this Agreement) lieu of foreclosure. The respective rights and obligations of Tenant and Lender upon such attornment, to the extent of the then remaining balance of the Term, shall be and are the same as are then set forth in the Lease between the Replacement Concessionaire Tenant and General ContractorLandlord.

Attornment. Following Termination of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by ConcessionaireIf, then upon a Final Decision declaring at any time prior to the termination of this Lease, the Lessor or Mortgagee, or their successors or assigns, who acquire the interest of Landlord under this Lease through foreclosure action or a deed-in-lieu thereof, whereby the Lessor or Mortgagee succeeds to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and Concession Agreement validupon request of any such party (hereinafter called the "Successor Landlord"), upon General Contractor’s receipt of notice to attorney fully and completely from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA time to act as a replacement for Concessionaire (collectivelytime, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire Successor Landlord as a substitute for Concessionaire Tenant's landlord under this Lease upon the General Contractexecutory terms of this Lease; provided, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid however, such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provisions of this Section 13.03 shall inure to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition benefit of any such Replacement Concessionaire Successor Landlord, shall apply notwithstanding that. as a matter of law, this Lease may terminate upon the termination of a Superior Lease, shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of any such notice without the execution or delivery demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any further instrument. Upon such Successor Landlord, agrees to execute any instruments to evidence and confirm the foregoing provisions of this Section 13.03, satisfactory to any such Replacement Concessionaire’s requestSuccessor Landlord acknowledging such attornment and setting forth the terms and conditions of its tenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA appointment being coupled with an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorinterest.

Attornment. Following Termination (a) If Lender or any other subsequent purchaser of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring Property shall become the termination owner of the Lease and Concession Agreement valid), upon General Contractor’s receipt Property by reason of notice from MDTA that Concessionaire has been the foreclosure of the Security Instrument or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role acceptance of a replacement contractor for Concessionaire 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 “Replacement ConcessionairePurchaser”), General Contractor will, subject to and the provisions of conditions set forth in Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract 2 above have been paid to met at the General Contractor and time Purchaser becomes owner of the General Contractor has consented to contracting with Property, the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution terminated or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract affected thereby but shall continue in full force and effect as a direct contractlease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and Tenant hereby agrees to attorn to such new owner and to recognize such new owner as “landlord” under the Lease without any additional documentation to effect such attornment (provided, however, if applicable law shall require or Lender shall reasonably request additional documentation at the time Lender exercises its remedies then Tenant shall execute such additional reasonable and customary documents evidencing such attornment as may be required by applicable law or reasonably requested by Lender). In the event that Purchaser becomes the owner of the Property, Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment set forth above and shall be bound under all of the terms, covenants and conditions of the Lease, provided, however, that Purchaser shall not be (i) liable for the default or 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 or for any other act or omissions of any Prior Landlord, (ii) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (iii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with its the Lease, except to the extent such sums or instruments are actually received by Purchaser or a credit is given to Purchaser therefor, (iv) bound by any payment of rents, additional rents, base rents, percentage rent or other sums which Tenant may have paid more than one (1) month in advance of the date on which such rents, additional rents, base rents, percentage rents or other sums becoming due under the terms of the Lease to any Prior Landlord, (except v) bound by any agreement terminating or amending or modifying the terms of the Lease made without Lender’s prior written consent, or, after the acquisition of the Property, Purchaser’s prior written consent, (vi) bound by, or liable for, any agreement of any Prior Landlord under the Lease with respect to the completion of any improvements at the Property or for the payment or reimbursement to Tenant of any contribution to the cost of the completion of any such improvements, other than disbursement of the Original Premises Tenant Improvement Allowance and the Must Take Premises Tenant Improvement Allowance, pursuant to Exhibits B-1 and B-2, as provided applicable, attached to the Lease, or (vii) bound by, or liable for, any breach of, any representation or warranty contained in the Lease or otherwise made by any Prior Landlord. Nothing contained in this AgreementSection 3 shall relieve Purchaser from Purchaser’s obligation to cure any repair or maintenance default under the Lease with respect to the Premises by any Prior Landlord under the Lease (including Landlord), subject to force majeure, solely to the extent the same is continuing when Purchaser succeeds to the landlord’s interest under the Lease and acquires title to the Premises, provided that Lender’s obligation to cure such default shall be limited solely to performing the repair or maintenance obligation as required pursuant to the terms of the Lease (and in no event shall Lender have any other liability or obligation with respect to such default). In addition, nothing contained in this Section 3 shall, however, limit any of Tenant’s abatement or offset rights specifically set forth in the Lease, including, without limitation, pursuant to Sections 6.4, 7.3 and 24.25 and Article 3 of the Lease, and Section 6.6 of Exhibit B-1 and Exhibit B-2, in each case (other than with respect to the Abated Rent) between solely to the Replacement Concessionaire extent such abatement or offset right accrues after Purchaser succeeds to the landlord’s interest under the Lease and General Contractoracquires title to the Premises, provided that Tenant complies with all the applicable terms and conditions of the Lease with regard to such abatement or offset. Further, notwithstanding anything in this Section 3 to the contrary, if any portion of the Premises is damaged or taken or condemned, Tenant shall be permitted to xxxxx rent in accordance with Articles 11 and 12 of the Lease, provided that Tenant complies with all applicable terms and conditions of the Lease with regard to such abatement.

Attornment. Following Termination If the interest of any Grantor in any of the Lease and Concession Agreement (Intellectual Property Rights is transferred by reason of, or if such Termination is disputed lawfully and assigned in good faith by Concessionairelieu of foreclosure or other proceedings for enforcement of, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid)Indenture Documents, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor willthen, subject to the provisions of Section 3 of this Agreementset forth herein, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting NEC License with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver respect to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract Intellectual Property Rights shall nevertheless continue in full force and effect as a direct contractand, upon the Collateral Agent’s written request, acting at the direction of the Required Holders, the Licensee shall attorn to the transferee of such Intellectual Property Rights (the “Intellectual Property Transferee”). Although the foregoing provisions shall be self-operative, in accordance order to confirm such attornment, upon the Collateral Agent’s request, acting at the direction of the Required Holders, the Licensee shall execute and deliver to the Collateral Agent (i) an agreement of attornment in form and content reasonably satisfactory to the Collateral Agent, acting at the direction of the Required Holders, and the Licensee, at the Collateral Agent’s sole cost and expense, confirming the foregoing attornment and providing that all the terms, covenants, and conditions of the NEC License on the Licensee’s part will be performed for the benefit of the Intellectual Property Transferee with its the same force and effect as if the Intellectual Property Transferee were the originally named licensor of such Intellectual Property Rights in the NEC License, or (ii) a new license with respect to the transferred Intellectual Property Rights with the Intellectual Property Transferee, as licensor, for the remaining term of the NEC License with respect to the transferred Intellectual Property Rights and otherwise on the same terms (except and conditions and with the same options, if any, then remaining. Nothing herein contained shall be construed to obligate the Collateral Agent to cure any default by any Grantor under the NEC License occurring prior to the date on which the Intellectual Property Transferee succeeds to the Borrowers’ and the Grantor’s rights, it being expressly agreed that under no circumstances shall the Collateral Agent or the Intellectual Property Transferee be obligated to remedy any such default except, in the case of the Intellectual Property Transferee, to the extent that such default continues after the Intellectual Property Transferee takes title to the transferred Intellectual Property Rights and the Intellectual Property Transferee has assumed the obligations with respect to the NEC License as provided in this Agreementclauses (i) between the Replacement Concessionaire and General Contractor(ii) above.

Attornment. Following Termination If at any time prior to the expiration of the Term, any Superior Lease or the Complex's or Landlord's ownership structure shall terminate or be terminated for any reason or any Mortgagee or Holder takes title to the Land, Complex or the Building or the estate created by any Superior Lease by receiver or otherwise, Tenant agrees, at the election and Concession Agreement (upon demand of any owner of the Land, Complex or if the Building, or of the Lessor, or Holder, or of any Mortgagee who takes title to the Land, Complex or the Building, to attorn, from time to time, to any such Termination is disputed lawfully and owner, Lessor, Holder or Mortgagee or any party acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Mortgage or the granting of a deed in good faith by Concessionairelieu of foreclosure, then upon a Final Decision declaring the termination executory terms and conditions of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor willthis Lease, subject to the provisions of Section 3 20.01 hereof, for the remainder of the Term, provided that such owner, Lessor, Holder, or Mortgagee, as the case may be, shall then be entitled to possession of the Premises, and such owner, Lessor, Holder, or Mortgagee, as the case may be, agrees to likewise recognize this Lease and attorn to Tenant hereunder pursuant to an SNDA as required herein. The provisions of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid Section 20.02 shall inure to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition benefit of any such Replacement Concessionaire owner, Lessor, Holder, or Mortgagee and shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any Superior Lease (it being agreed that there shall be effective no resulting merger or extinguishment of this Lease), and shall be self-operative following Termination immediately upon General Contractor’s receipt of any such notice without the execution or delivery demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any further instrument. Upon such owner, Lessor, Holder, or Mortgagee, shall execute, at Tenant's expense, from time to time, commercially reasonable instruments, in recordable form, in confirmation of the foregoing provisions of this Section 20.02, reasonably satisfactory to any such Replacement Concessionaire’s requestowner, General Contractor will execute Lessor, Holder or Mortgagee in each instance, acknowledging such attornment and deliver to such Replacement Concessionaire setting forth the terms and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition conditions of such Replacement Concessionaireits tenancy. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided Nothing contained in this Agreement) between the Replacement Concessionaire and General ContractorSection 20.02 shall be construed to impair any right otherwise exercisable by any such owner, Lessor, Holder or Mortgagee.

Attornment. Following Termination If the Lessee’s interest is transferred to and owned by Lessor, Administrative Agent or any successor of Lessor or Administrative Agent (“Acquiring Party”) because of foreclosure or other proceedings brought by Lessor or Administrative Agent, or by any other manner, and Lessor or Administrative Agent succeeds to Lessee’s interest under the Sublease, Subtenant shall be bound to the Acquiring Party, and Acquiring Party shall be bound to Subtenant under all of the Lease terms, covenants and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination conditions of the Lease and Concession Agreement valid)Sublease for the balance of the remaining term, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been including any extensions or will be replaced by MDTA renewals, with one or more Persons designated by MDTA the same effect as if Acquiring Party were Lessee under the Sublease. Subtenant agrees to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire Acquiring Party as a substitute for Concessionaire under the General ContractLessee, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be being effective and self-operative following Termination immediately upon General Contractor’s receipt Acquiring Party succeeding to the interest of such notice Lessee under the Sublease, all without the execution or delivery by the parties of any further instrumentinstruments. Upon any such Replacement ConcessionaireHowever, Subtenant shall not be obligated to pay rent to Acquiring Party until Subtenant receives written notice from Acquiring Party, together with evidence satisfactory to Subtenant, demonstrating that Acquiring Party has succeeded to Lessee’s requestinterest under the Sublease and directing where rent should be mailed. The respective rights and obligations of Subtenant and Acquiring Party upon attornment, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor extent of the notice contemplated then-remaining balance of the term of the Sublease, shall be the same as in the Sublease, which is incorporated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided reference in this Agreement. If Acquiring Party succeeds to Lessee’s interest in the Sublease, Acquiring Party shall be bound to Subtenant under all the terms, covenants and conditions of the Sublease, and Subtenant shall, after Acquiring Party’s succession to Lessee’s interest, have the same remedies against Acquiring Party for the breach of any agreement in the Sublease that Subtenant Exhibit C (to Amended and Restated Lease) between might have had against Lessee. The Acquiring Party shall have no obligation or liability to Subtenant for any obligations of Lessee under the Replacement Concessionaire and General Contractorterms of the Sublease which were owed or accruing prior to the date the Acquiring Party acquired Lessee’s interest, including without limitation, for acts or omissions of the Lessee, any default by the Lessee, offsets or defenses against the Lessee, advance rent, the refunding of any security deposit for which the Acquiring Party has not received, the funding of any construction obligations or tenant improvements.

Attornment. Following Termination SUBORDINATION. -------------------------- A. Tenant accepts this Lease subject and subordinate to any Ground Lease, Mortgage, Deed of Trust, Deed to Secure Debt or any other hypothecation or security now or hereafter placed upon the Leased Premises (any such instrument hereinafter called a "Mortgage") and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. If any holder of a Mortgage (herein "Landlord's Mortgagee") shall elect to have this Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring prior to the termination lien of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelyits Mortgage, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage, whether this Lease is dated prior or subsequent to the extent it assumes date of said Mortgage, or the role date of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to recording thereof. B. Although the provisions of this Section 3 28 shall be self-operative, Tenant agrees, upon request of Landlord or Landlord's Mortgagee, to execute any documents required to effectuate any attornment, subordination or to make this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid Lease prior to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractorlien of any Mortgage. Replacement ConcessionaireTenant's failure to provide General Contractor execute such documents within ten (10) days after written demand shall constitute a material default by Tenant hereunder, or, at Landlord's option, Landlord shall execute such documents on behalf of Tenant as Tenant's attorney-in-fact. C. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead, to execute such documents in accordance with proof this Section 28, such power of adequate financing regarding its ability to make timely payments due attorney being coupled with an interest. D. If by reason of a default under the General Contract shall constitute sufficient reason for General Contractor Mortgage upon the Leased Premises, the interest of Landlord in the Leased Premises is terminated, the Tenant will attorn to withhold its consentLandlord's Mortgagee at Landlord's Mortgagee's sole option (or to any person or entity to which the Leased Premises is conveyed by such holder) and will recognize such holder, person or entity as Tenant's landlord under this Lease. Tenant further waives the provision 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 Leased Premises in the event any proceeding is brought by Landlord's Mortgagee to terminate the interest of the Landlord in the Leased Premises, and General Contractor's withholding of consent agrees that this Lease shall not be considered unreasonable affected in any way whatsoever by such eventproceeding. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractor25.

Attornment. Following Termination If, and so long as this Lease is in full force and effect, then, subject to the terms of the applicable SNDA: (a) this Lease and Concession Agreement shall remain in full force, notwithstanding (or if i) a default under the mortgage by Landlord, (ii) failure of Landlord to comply with this Lease, provided such Termination is disputed lawfully and mortgagee cures such non-compliance within the time requirements set forth in good faith by Concessionairethe SNDA, then upon (iii) a Final Decision declaring defense to which Tenant might be entitled against Landlord under this Lease, subject to the termination duty of the Lease and Concession Agreement valid)mortgagee to remedy, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been cure or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelymitigate, all if and to the extent it assumes provided in the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”)SNDA or (iv) any bankruptcy or similar proceedings with respect to Landlord, General Contractor will, subject if and to the provisions extent provided in the SNDA; (b) if any such mortgagee shall become possessed of Section 3 the Premises, Tenant shall be obligated to such mortgagee to pay to it the rentals and other charges due hereunder and thereafter comply with all the terms of this AgreementLease so long as all Landlord defaults have been cured as required herein, if and to the extent provided in the SNDA and (c) if any mortgagee or purchaser, at a private or public sale shall become possessed of the Premises, Tenant shall, without charge, attorn to and recognize any such Replacement Concessionaire mortgagee or purchaser as a substitute for Concessionaire its landlord under the General Contract, without any necessity for a consent or approval from Concessionaire provided this Lease so long as all amounts due under the General Contract Landlord defaults have been paid cured as required herein, if and to the General Contractor and extent provided in the General Contractor has consented SNDA. Tenant agrees that in the event Landlord is in default under this Lease, any mortgagee or trustee under a deed of trust of Landlord's interest in the Premises shall be permitted (but not required) to contracting with enter the Replacement Concessionaire which Premises for the purpose of correcting or remedying such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentdefault, and General Contractor's withholding Tenant agrees to accept performance by such mortgagee or trustee in lieu of consent shall not be considered unreasonable in such event. General Contractor’s attornment performance by Landlord, if and to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except extent timely performed as provided in the SNDA. Tenant further agrees that, from and after written notice from Landlord of the name and address of any mortgagee or trustee, Tenant will contemporaneously deliver notice to any such mortgagee or trustee of a default by Landlord under this Agreement) between the Replacement Concessionaire and General ContractorLease.

Attornment. Following Termination For the purposes of this Section, the term "Successor ---------- Landlord" shall mean the Superior Lessor or Superior Mortgagee if the same succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease by virtue of having purchased the Land and the Building at a foreclosure sale. The Successor Landlord shall accept Xxxxxx's attornment, assume Xxxxxxxx's obligations under the Lease, and shall not disturb Tenant's quiet possession of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, Premises. Tenant shall attorn to and recognize any such Replacement Concessionaire Successor Landlord as a substitute for Concessionaire Xxxxxx's Landlord under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor this Lease and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment. Upon such attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract Lease shall continue in full force and effect as a direct contractlease between the Successor Landlord and Tenant upon all of the terms, in accordance with its terms (except conditions and covenants as provided are set forth in this AgreementLease except that the Successor Landlord shall not: (i) be liable for any previous act or omission of Landlord under this Lease except that the Successor Landlord shall have a reasonable period of time to cure any continuing breach of this Lease caused by the Landlord's prior acts or omissions; (ii) be subject to any offset, deficiency or defense which theretofore shall have accrued to Tenant against Landlord; (iii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month's Base Rent, unless such modification or prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee whose name and address shall previously have been furnished to Tenant and through or by reason of which the Successor Landlord shall have succeeded to the right of Landlord under this Lease; (iv) be liable for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises required under this Lease, or any expansion or rehabilitation of existing improvements upon the Premises, or for restoration of improvements following any casualty not required to be insured under this Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (v) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in the period between the Replacement Concessionaire recording of any Superior Mortgage and General Contractorthe execution of this Lease or any lien or judgment which may arise at any time under the terms of this Lease; or (vi) be liable for the return of any security deposit which was not actually transferred to the Successor Landlord. Successor Landlord shall be deemed to have agreed, by taking title to the Building, to undertake all of Landlord's obligations under this Lease arising after such attornment.

Attornment. Following Termination If the interests of the Landlord under this Lease and Concession Agreement (shall be transferred voluntarily or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring reason of the termination of any ground or underlying leases or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Lease and Concession Agreement valid)Leased Premises, upon General Contractor’s receipt Tenant shall, at the election of notice from MDTA that Concessionaire has been or will such transferee, be replaced by MDTA with one or more Persons designated by MDTA bound to act as a replacement such transferee (herein sometimes called the “Successor Landlord”) for Concessionaire (collectivelythe balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Successor Landlord were Landlord under this Lease, and Tenant does hereby agree to attorn to the extent Successor Landlord, including the mortgagee under any such mortgage or the lessor under any such ground lease if it assumes be the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Successor Landlord, General Contractor will, subject to as its landlord under this Lease upon the provisions of Section 3 then existing terms of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General ContractorLease. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s The foregoing attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Terminationinstruments, upon the receipt Successor Landlord succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any reasonable instrument(s) which Successor Landlord or its prospective mortgagee may deem desirable to evidence said attornment by General Contractor Tenant. In the event of such transfer of Landlord's interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of “Landlord” arising during the notice contemplated period of such successor Landlord's ownership of Landlord's interest hereunder, and not for any obligations of Landlord or any prior successor Landlord or any claim by or cause of action of Tenant arising or accruing prior to such successor Landlord's becoming the owner of Landlord's interest under this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorLease.

Attornment. Following Termination Upon the written request of any person or party succeeding to the interest of Landlord under this Lease, Tenant shall automatically become the tenant of and attorn to such successor 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, except payments of security for the performance by Tenant of Tenant's obligations under this Lease, or (b) subject to any offset, defense or damages arising out of 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 and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination entered into after Tenant has been given written notice of the Lease name and Concession Agreement valid)address of Landlord's Mortgagee and without the written consent of Landlord's Mortgagee or such successor in interest, upon General Contractor’s receipt not to be unreasonably withheld or delayed. Any transferee or successor- in-interest shall not be liable for any acts, omissions or defaults of notice from MDTA Landlord that Concessionaire has been occurred before the sale or will be replaced by MDTA with one conveyance, or more Persons designated by MDTA to act as a replacement the return of any security deposit except for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been deposits actually paid to the General Contractor and successor or transferee. Tenant agrees to give written notice of any default by Landlord to the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheldholder of any Mortgage. Tenant further agrees that, conditioned, before it exercises any rights or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due remedies under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentLease, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition other than Rent abatement as expressly provided herein, the holder of any such Replacement Concessionaire 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 effective and self-operative following Termination immediately upon General Contractor’s receipt and no further instruments of such notice without the execution subordination, attornment or delivery of mortgagee protection need be required by any further instrumentLandlord's Mortgagee or successor in interest thereto. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following TerminationNevertheless, upon the receipt 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 General Contractor Landlord 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 meet the reasonable needs or requirements of any lender that is considering making or that has made a loan secured by all or any portion of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorComplex.

Attornment. Following Termination Upon the written request of any person or party succeeding to the interest of Landlord under this Lease, Tenant shall automatically become the tenant of and attorn to such successor 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, except payments of security for the performance by Tenant of Tenant’s obligations under this Lease, or (b) subject to any offset, defense or damages arising out of 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 and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination entered into after Tenant has been given written notice of the Lease name and Concession Agreement valid)address of Landlord’s Mortgagee and without the written consent of Landlord’s Mortgagee or such successor in interest. Any transferee or successor-in-interest shall not be liable for any acts, upon General Contractor’s receipt omissions or defaults of notice from MDTA Landlord that Concessionaire has been occurred before the sale or will be replaced by MDTA with one conveyance, or more Persons designated by MDTA to act as a replacement the return of any security deposit except for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been deposits actually paid to the General Contractor and successor or transferee. Tenant agrees to give written notice of any default by Landlord to the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheldholder of any Mortgage. Tenant further agrees that, conditioned, before it exercises any rights or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due remedies under the General Contract shall constitute sufficient reason for General Contractor to withhold its consentLease, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition the holder of any such Replacement Concessionaire 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 paragraph 16 shall be effective and self-operative following Termination immediately upon General Contractorand no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord’s receipt of such notice without the execution Mortgagee or delivery of any further instrumentsuccessor in interest thereto. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following TerminationNevertheless, upon the receipt 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 General Contractor Landlord 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 meet the needs or requirements of any lender that is considering making or that has made a loan secured by all or any portion of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorComplex.

Attornment. Following Termination In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the Lease power of sale under, any deed to secure debt given by Landlord and Concession Agreement (covering the Demised Premises, Tenant shall attorn to the purchaser upon any such foreclosure or if sale and recognize such Termination is disputed lawfully purchaser as the owner and landlord under this Deed of Lease, provided such owner, as landlord, shall recognize Tenant’s rights to continue to occupy the Demised Premises and exercise all of its rights hereunder so long as Tenant complies with the terms and provisions of this Deed of Lease. Tenant further covenants and agrees to attorn to any successor to Landlord’s interest in any ground or underlying lease, and in good faith by Concessionairethat event, then upon a Final Decision declaring the termination this Deed of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act shall continue as a replacement for Concessionaire (collectivelydirect lease between Tenant herein and such landlord or its successor. Notwithstanding any request or designation by Tenant, Landlord may apply any payment received from Tenant to any payment then due. Re-entry and to the extent it assumes the role acceptance of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent keys shall not be considered unreasonable in such eventan acceptance of surrender. General ContractorNo waiver of any breach of any covenant, condition or agreement herein contained on one or more occasions shall operate as a waiver of the covenant, condition or agreement itself, or of any subsequent breach thereof. Landlord’s attornment delay or failure to and recognition exercise or enforce any of Landlord’s rights or remedies or Tenant’s obligations shall not constitute a waiver of any such Replacement Concessionaire rights, remedies or obligations. No provision of this Deed of Lease shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of deemed to have been waived by Landlord unless such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt waiver shall be in writing signed by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorLandlord.

Attornment. Following Termination If Mortgagee succeeds to the interest of Landlord in the Lease by reason of foreclosure, dispossession or other proceedings brought by Mortgagee, or by any other manner, Tenant shall be bound to Mortgagee under all of the terms, covenants, and conditions of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring for the termination balance of the Lease term thereof and Concession Agreement valid)any extensions thereof effected in accordance with any option therefor in the Lease, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act the same force and effect as a replacement for Concessionaire (collectivelyif Mortgagee were the landlord under the Lease, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, Tenant does hereby attorn to and recognize any such Replacement Concessionaire Mortgage as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractorits landlord. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s Such attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice operative, without the execution or delivery of any further instrumentinstruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Landlord under the Lease. Upon any In confirmation of such Replacement Concessionaire’s requestattornment, General Contractor will Tenant shall execute and deliver promptly any certificate or other instrument which Mortgagee may request; PROVIDED, that Tenant shall be under no obligation to pay Base Rent, additional rent or other sums payable under the Lease until Tenant receives written notice from Mortgagee that Mortgagee has succeeded to the interest of Landlord under the Lease or that Mortgagee has exercised any right under the Mortgage to collect such Replacement Concessionaire payments directly from Tenant. The respective rights and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s obligations of Tenant and Mortgagee upon such attornment to and recognition of such Replacement Concessionaire. Following Termination, upon shall be the receipt by General Contractor of same as set forth in the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorLease.

Attornment. Following Termination of the Lease and Concession Agreement If any mortgagee (or if such Termination is disputed lawfully and its nominee or designee) shall succeed to the rights of Landlord hereunder through possession or foreclosure action, deed in good faith lieu of foreclosure or otherwise, or another person purchases the Property or the portion thereof containing the Premises upon or following foreclosure or in connection with any bankruptcy case commenced by Concessionaireor against Landlord, then upon a Final Decision declaring at the termination request of the Lease Landlord’s mortgagee (or its nominee or designee) or such purchaser (Landlord’s mortgagee, its nominees and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelydesignees, and to the extent it assumes the role of a replacement contractor for Concessionaire such purchaser, and their respective successors and assigns, each being a “Replacement ConcessionaireSuccessor Landlord”), General Contractor will, subject to the provisions of Section 3 of this Agreement, Tenant shall attorn to and recognize any such Replacement Concessionaire Successor Landlord as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor Tenant’s landlord hereunder and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of attornment. Upon such Replacement Concessionaire. Following Terminationattornment, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all terms, conditions and covenants as are set forth in the Lease except as otherwise provided below; provided, however, that such Successor Landlord may at any time elect to terminate this Lease in its sole discretion. Any such termination shall be followed by a period not to exceed one hundred twenty (120) days during which Tenant shall reasonably cooperate with Successor Lender and any casino operator selected by Successor Landlord to transition the operation of the Hotel Casino. If this Lease shall have terminated by operation of law or otherwise as a result of or in connection with a bankruptcy case commenced by or against Landlord or a foreclosure action or proceeding or delivery of a deed in lieu thereof, upon request of Successor Landlord, Tenant shall, promptly execute and deliver a direct contractlease with Successor Landlord which direct lease shall be on substantially the same terms and conditions as this Lease (subject, in accordance with its terms however, to the provisions of following clauses (except a)-(f) of this Section 3) and shall be effective as provided in of the day this Agreement) Lease shall have terminated as aforesaid. Notwithstanding the continuation of this Lease, the attornment of Tenant thereunder or the execution of a direct lease between the Replacement Concessionaire Successor Landlord and General Contractor.Tenant as aforesaid, Successor Landlord shall not:

Attornment. Following Termination Tenant will attorn to Lender, to any Receiver or similar official for the Property appointed at the instance and request, or with the consent, of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelyLender, and to any person who acquires the extent it assumes Property, or the role Landlord’s interest in the Lease, or both, pursuant to Lender’s exercise of any right, remedy, or privilege granted by the Mortgage, the Security Instruments, or otherwise available at law or in equity, or by virtue of a replacement contractor for Concessionaire conveyance of the Property by Landlord to a “Replacement Concessionaire”)third party. Without limitation, General Contractor will, subject to the provisions of Section 3 of this Agreement, Tenant will attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under person or entity that acquires the General Contract, without any necessity for a consent Property from Landlord or approval from Concessionaire provided all amounts due under pursuant to foreclosure of the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditionedMortgage, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable any proceeding or voluntary conveyance in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt lieu of such notice without the execution foreclosure, or delivery of any further instrumentfrom Lender, whether by sale, exchange, or otherwise. Upon any such Replacement Concessionaire’s request, General Contractor Tenant from time to time will execute and deliver at Lender’s request all customary instruments that may be necessary or appropriate to evidence such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment. Upon any attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by under this Section, the General Contract shall Lease will continue in full force and effect as a direct contractlease between Tenant and the person or entity to whom Tenant attorns, except that such person or entity will not be: (i) liable for any act, omission, or default of any prior landlord, unless such act, omission, or default has occurred after Lender, its designees or assigns have obtained title to the Property by foreclosure or otherwise; or (ii) subject to any offsets, claims, or defenses that Tenant may have against any prior landlord, unless such act, omission, or default has occurred after Lender, its designees or assigns have obtained title to the Property by foreclosure or otherwise; or (iii) bound by any rent or additional rent, or any other sum of money, that Tenant may have paid for more than > >one month in accordance with advance to any prior Landlord; or (iv) bound by any amendment or modification of the Lease, or waiver of any of its terms (except provisions, made without Lender’s consent, as provided in the next Section. Notwithstanding anything to the contrary in this Agreement) between , Tenant agrees and acknowledges that Lender has no obligation to construct the Replacement Concessionaire improvements contemplated by the Lease. > Section 9. AMENDMENT. Landlord and General ContractorTenant agree that the terms of the Lease constitute a material inducement to Lender’s entering into and performing this Agreement. Landlord and Tenant accordingly jointly and severally agree that they will not amend or modify the Lease, or waive the benefit of any of its material provisions, or in any way terminate or surrender the Lease except as expressly provided in the Lease, or this Agreement, or both, without Lender’s prior written approval, which will not be unreasonably withheld or delayed so long as no such action will adversely affect the security intended to be provided by the Mortgage and the Security Instruments. The parties also mutually agree that there will be no merger of the Lease without Lender’s prior written consent if Tenant acquires any other estate in the premises demised by the Lease. All amendments, modifications, substitutions, renewals, extensions, and replacements of the Lease will be and remain subordinated as provided in Section 3 above without the necessity of any further act of the Parties.

Attornment. Following Termination In the event that, by reason of the Lease and Concession Agreement (foreclosure of the mortgage for any reason or if such Termination is disputed lawfully and due to any exercise of a power of sale or as a result of the taking of a deed in good faith by Concessionairelieu of foreclosure, mortgagee or any successor or assignee of mortgagee succeeds to the interest of the Landlord under this Lease, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA the mortgagee or such successor or assignee that Concessionaire it has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and succeeded to the extent it assumes rights of the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Landlord under this Lease, General Contractor will, subject Tenant hereby agrees to the provisions of Section 3 of recognize mortgagee or such successor or assignee as Tenant's landlord under this Agreement, Lease and hereby agrees to attorn to and recognize any mortgagee or such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent successor or approval from Concessionaire provided all amounts due under the General Contract have been paid assignee. Said attornment is to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon other instrument immediately upon mortgagee or any such Replacement Concessionaire’s request, General Contractor will execute and deliver successor or assignee of mortgagee succeeding to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor rights of the notice contemplated by Landlord under the Lease, and this Section, the General Contract Lease shall continue in full force and effect as a direct contract, in accordance with its terms between Tenant and mortgagee or any successor assignee of mortgagee, as Landlord; provided, however, that mortgagee or any successor or assignee of mortgagee shall not: (a) be bound by any prepayment of rent more than 60 days in advance; (b) be bound by any amendment or modification of this Lease made without the consent of mortgagee or its successor or assignee; (c) be personally liable under this Lease, and mortgagee's or its successor's or assignee's liability under the Lease shall be limited to the interest of mortgagee or its successor or assignee in the Leased Premises; (d) be liable, except by way of set-off, for any act, omission, neglect, or default of any prior landlord under this Lease including, without limitation, the Landlord; and (e) be subject to any claims, credits, offsets, or defenses which Tenant might have against any prior landlord under this Lease including, without limitation, the Landlord. Tenant agrees to execute and deliver within ten (10) days of Landlord's request or such successor's request an attornment agreement certifying as provided to the matters set forth in this Agreement) between the Replacement Concessionaire and General Contractorparagraph.

Attornment. Following Termination of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject Subject to the provisions of Section 3 Paragraph 2 herein, if the interests of this AgreementLessor in and to the Leased Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, foreclosure or other proceedings brought by it or by any other manner, including (but not limited to) Mortgagee's exercise of its rights under any security interest covering, or any 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 the balance of the term thereof remaining and any extension or renewal thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease, provided, however, Mortgagee abides by all of the terms of the Lease, including Tenant's right to quiet enjoyment (to the extent such quiet enjoyment is provided under the Lease) ; and Lessee does hereby attorn to and recognize any such Replacement Concessionaire Mortgagee, as a substitute for Concessionaire under the General Contractits lessor, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s said attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice operative, without the execution or delivery of any further instrumentinstruments 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 has the right to receive such rents. Upon In the event Lessor receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents, Lessor hereby consents to the payment of such rents to Mortgagee thereafter and releases Lessee from any liability to Lessor for any such Replacement Concessionaire’s requestrents so paid to Mortgagee, General Contractor will execute and deliver Mortgagee agrees to indemnify, defend and hold Lessee harmless from any claim, including, without limitation, all reasonable expenses incurred by Tenant in connection therewith, asserted by Lessor for any such Replacement Concessionaire rents so paid to Mortgagee. The respective rights and MDTA an instrument reasonably acceptable obligations of Lessee and Mortgagee upon such attornment, to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor extent of the notice contemplated then remaining balance of the term of the Lease and any such extension or renewal, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by this Sectionreference, with the General Contract shall continue in full same force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorif set forth at length herein.

Attornment. Following Termination Lender and Tenant agree that upon the conveyance of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith Property by Concessionaire, then upon a Final Decision declaring the termination reason of the Lease and Concession Agreement valid), upon General Contractor’s receipt foreclosure of notice from MDTA that Concessionaire has been the Mortgage or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role acceptance of a replacement contractor for Concessionaire a “Replacement Concessionaire”)deed or assignment in lieu of foreclosure or otherwise, General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the Conditions set forth in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt Section 2 above have not been met at the time of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract transfer) but shall continue in full force and effect as a direct contractlease between the Transferee and Tenant upon all of the terms, 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, and the 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) 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, (c) required to make any repairs to the Property or 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, (d) 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 offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord 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 its terms the Lease unless such sums are actually received by the Transferee, (except as provided g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in this Agreementadvance to any prior Landlord unless (i) between such sums are actually received by the Replacement Concessionaire and General ContractorTransferee or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the 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 the Transferee succeeded to Landlord’s interest or (j) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease.

Attornment. Following Termination If the Lessee’s interest is transferred to and owned by Lessor, Administrative Agent or any successor of Lessor or Administrative Agent (“Acquiring Party”) because of foreclosure or other proceedings brought by Lessor or Administrative Agent, or by any other manner, and Lessor or Administrative Agent succeeds to Lessee’s interest under the Sublease, Subtenant shall be bound to the Acquiring Party, and Acquiring Party shall be bound to Subtenant under all of the Lease terms, covenants and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination conditions of the Lease and Concession Agreement valid)Sublease for the balance of the remaining term, upon General Contractor’s receipt of notice from MDTA that Concessionaire has been including any extensions or will be replaced by MDTA renewals, with one or more Persons designated by MDTA the same effect as if Acquiring Party were Lessee under the Sublease. Subtenant agrees to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire Acquiring Party as a substitute for Concessionaire under the General ContractLessee, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be being effective and self-operative following Termination immediately upon General Contractor’s receipt Acquiring Party succeeding to the interest of such notice Lessee under the Sublease, all without the execution or delivery by the parties of any further instrumentinstruments. Upon any such Replacement ConcessionaireHowever, Subtenant shall not be obligated to pay rent to Acquiring Party until Subtenant receives written notice from Acquiring Party, together with evidence satisfactory to Subtenant, demonstrating that Acquiring Party has succeeded to Lessee’s requestinterest under the Sublease and directing where rent should be mailed. The respective rights and obligations of Subtenant and Acquiring Party upon attornment, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor extent of the notice contemplated then-remaining balance of the term of the Sublease, shall be the same as in the Sublease, which is incorporated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided reference in this Agreement) between . If Acquiring Party succeeds to Lessee’s interest in the Replacement Concessionaire Sublease, Acquiring Party shall be bound to Subtenant under all the terms, covenants and General Contractorconditions of the Sublease, and Subtenant shall, after Acquiring Party’s succession to Lessee’s interest, have the same remedies against Acquiring Party for the breach of any agreement in the Sublease that Subtenant might have had against Lessee. The Acquiring Party shall have no obligation or liability to Subtenant for any obligations of Lessee under the terms of the Sublease which were owed or accruing prior to the date the Acquiring Party acquired Lessee’s interest, including without limitation, for acts or omissions of the Lessee, any default by the Lessee, offsets or defenses against the Lessee, advance rent, the refunding of any security deposit for which the Acquiring Party has not received, the funding of any construction obligations or tenant improvements.

Attornment. Following Termination If Lender succeeds to Landlord’s interest in the Lease, Tenant will be bound to Lender according to the Lease for the balance of the term of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination any extension of the Lease as if Lender were the Landlord under the Lease, and Concession Agreement valid)Tenant will attorn to Lender as its Landlord, immediately upon General ContractorLender’s succeeding to the interest of Lardlord under the Lease; and Tenant will be obligated to pay rent to Lender upon Tenant’s receipt of written notice from MDTA Lender that Concessionaire it has been or succeeded to the interest of Landlord in the Lease Subject to Paragraph 4, upon such attornment the rights and obligations of Tenant and Lender will be replaced by MDTA with one or more Persons designated by MDTA the same as they would have been if Lender had been landlord under the Lease. Notwithstanding the terms of this Paragraph 3, Tenant will be obligated to act as a replacement for Concessionaire (collectively, and pay rent directly to Lender prior to Lender’s succeeding to Landlord’s interest in the extent it assumes Lease upon the role earlier of Tenant’s receipt of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject copy of (a) notice from Lender to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire Tenant that Landlord is in default under the General Contractterms and conditions of the Note evidencing the Loan and/or the loan instruments securing same and that Landlord has failed to cure said default within the cure period permitted and instructing Tenant to pay all rents under the Lease to Lender from and after said notice, without any necessity for a by virtue of the authority herein and in the Assignment of Rents and Leases recorded at O.R. Book , Page , Public Records of Pinellas County, Florida; (b) an order of sequestration in favor of Lender; or (c) notice of Lender having taken possession of the Premises either by consent or approval from Concessionaire provided by the appointment of a receiver. Tenant is hereby expressly authorized and directed by Landlord to pay in accordance with this Paragraph 3 any and all amounts due under the General Contract have been paid Landlord pursuant to the General Contractor and the General Contractor has consented Lease to contracting with the Replacement Concessionaire which Lender or such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable nominee as Lender may designate in such event. General Contractor’s attornment writing delivered to and recognition received by Tenant, said Tenant being expressly relieved of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt all duty, liability or obligation to Landlord in respect of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorall payments so made.

Attornment. Following Termination If Lender or any other subsequent purchaser of the Lease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring Property shall become the termination owner of the Lease and Concession Agreement valid), upon General Contractor’s receipt Property by reason of notice from MDTA that Concessionaire has been the foreclosure of the Security Instrument or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role acceptance of a replacement contractor for Concessionaire 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 “Replacement ConcessionairePurchaser”), General Contractor will, subject to and the provisions of conditions set forth in Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract 2 above have been paid to met at the General Contractor and time Purchaser becomes owner of the General Contractor has consented to contracting with Property, the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent Lease shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution terminated or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract affected thereby but shall continue in full force and effect as a direct contractlease 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, (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 its terms the Lease unless such sums are actually received by Purchaser, (except as provided 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) between Agreement or the Replacement Concessionaire Lease, such liability shall be limited and General Contractorrestricted to Purchaser’s interest in the Property and shall in no event exceed such interest.

Attornment. Following Termination In the event of the Lease occurrence of a Termination Event that does not result in the termination or rejection of the Sublease and Concession Agreement (or if upon the transfer of the Property by reason of such Termination is disputed lawfully Event to Acquiring Party, Subtenant agrees to attorn to, accept and recognize any Acquiring Party as the landlord under the Lease or as sublandlord under the Sublease, as described in good faith by Concessionaire, then upon a Final Decision declaring Section 2 above for the termination remainder of the Lease and Concession Agreement valid), upon General Contractor’s receipt term of notice from MDTA that Concessionaire has the Sublease (including all extension periods which have been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectivelyare hereafter exercised), and to pay and perform all obligations of Subtenant in accordance with the extent it assumes terms and conditions set forth in the role Sublease. Subtenant agrees, however, to execute and deliver, at any time and from time to time, promptly upon the request of the Collateral Agent or any Acquiring Party any instrument which may be necessary or appropriate (as determined by the Collateral Agent or such Acquiring Party, as applicable, in its reasonable discretion) to evidence such attornment; provided, that such instrument shall not materially increase Subtenant’s obligations or materially decrease Subtenant’s rights under the Sublease. Notwithstanding anything in the Sublease to the contrary, from and after the date that Subtenant shall be required to attorn to any Acquiring Party hereunder, the rent payable under the Sublease shall be equal to [the greater of (i) the allocable (i.e., on a replacement contractor for Concessionaire rentable square foot basis) payment of fixed rent and additional rent payable under the Lease with respect to the Sublease Premises and (ii)]4 the rent payable under the Sublease. 3 Delete bracketed language if the Sublease is a “Replacement Concessionaire”Material Sublease (as defined in the Lease (Non-CPLV), General Contractor will, subject ) that (i) is entered into directly between the master tenant and a third party subtenant and (ii) Landlord is required to deliver an SNDA in accordance with the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor 22.3 of the notice contemplated by this Section, Lease (Non-CPLV). 4 Delete bracketed language if the General Contract shall continue Sublease is a Material Sublease (as defined in full force the Lease (Non-CPLV)) that (i) is entered into directly between the master tenant and effect as a direct contract, third party subtenant and (ii) Landlord is required to deliver an SNDA in accordance with its terms the provisions of Section 22.3 of the Lease (except as provided in this Agreement) between the Replacement Concessionaire and General ContractorNon-CPLV).

Attornment. Following Termination For the purposes of this Section, the term "SUCCESSOR LANDLORD" shall mean the Superior Lessor or Superior Mortgagee if the same succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease by virtue of having purchased the Land and Concession Agreement (or if the Building at a foreclosure sale. At the request of a Successor Landlord and upon such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA Successor Landlord's written agreement to act as a replacement for Concessionaire (collectivelyaccept Tenant's attornment, and to not disturb Tenant's quiet possession of the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”)Premises, General Contractor will, subject to the provisions of Section 3 of this Agreement, Tenant shall attorn to and recognize such Successor Landlord as Tenant's Landlord under this Lease and shall promptly execute and deliver an instrument in the form attached as EXHIBIT F-1 (Construction Lender) or EXHIBIT F-2 (Permanent Lender) or any other instrument that such Replacement Concessionaire as a substitute for Concessionaire under the General ContractSuccessor Landlord may reasonably request to evidence such attornment and approved by Tenant, without any necessity for a consent or which approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will shall not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract Lease shall continue in full force and effect as a direct contractlease 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 shall not: (i) be liable for any previous act or omission of Landlord under this Lease except that Tenant shall retain all rights and remedies available to Tenant at law or pursuant to the Lease against Landlord; (ii) be subject to any offset, deficiency or defense which theretofore shall have accrued to Tenant against Landlord except to the extent such offsets or defenses arise out of acts or omissions of Successor Landlord, and provided further, that nothing herein shall limit Tenant's offsets or defenses which shall accrue to Tenant against Successor Landlord during the time Successor Landlord holds title to or has possession of the Premises for breach of the maintenance and repair responsibilities or for breach of the covenant of quiet enjoyment under the Lease, or for any offsets or defenses which arise therefrom; (iii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month's Base Rent, unless such modification or prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the right of Landlord under this Lease; (iv) be liable for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises required under this Lease, or any expansion or rehabilitation of existing improvements upon the Premises, or for restoration of improvements following any casualty not required to be insured under this Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (v) be liable for the right and claim under this Lease in, to and upon any award or other compensation heretofore or hereafter to be made for any taking by eminent domain of any part of the Premises, and as to the right of disposition thereof, the same shall be in accordance with its the provisions of any Superior Lease or Superior Mortgage; (vi) be liable for any right and claim under this Lease in, to and upon any proceeds payable under all policies of fire and rent insurance upon the Premises and as to the right of disposition thereof, the same shall be in accordance with the terms of any Superior Lease or Superior Mortgage; (except as provided vii) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in this Agreement) the period between the Replacement Concessionaire recording of any Superior Mortgage and General Contractorthe execution of this Lease or any lien or judgment which may arise at any time under the terms of this Lease; or (viii) be liable for the return of any security deposit which was not actually transferred to the Successor Landlord.

Attornment. Following Termination 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 and Concession Agreement (upon any foreclosure of any Mortgage upon such land or if buildings or upon the execution of any deed in lieu of foreclosure in respect to such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring Mortgage. Tenant shall pay all rental payments required to be made pursuant to the termination terms of this Lease for the duration of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 term of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General ContractorLease. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General ContractorTenant’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-self- operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or delivery of any further instrumentinstrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. Upon any such Replacement Concessionaire’s requestIf requested, General Contractor will Tenant shall execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s or instruments confirming its attornment to and recognition as provided for herein; provided, however, that no such Mortgagee or successor-in-interest shall be bound by any payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the express written consent of such Replacement ConcessionaireMortgagee where such consent is required under applicable loan documents. Following TerminationMortgagee shall not be liable for, upon nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, nor for the receipt return of any 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 General Contractor Landlord to Mortgagee. If Mortgagee, by succeeding to the interest of Landlord under this Lease, should become obligated to perform the notice contemplated covenants of Landlord hereunder, then, upon, any further transfer of Landlord’s interest by this SectionMortgagee, the General Contract all such obligations shall continue in full force and effect terminate as a direct contract, in accordance with its terms (except as provided in this Agreement) between the Replacement Concessionaire and General Contractorto Mortgagee.