Common use of Attornment and Non-Disturbance Clause in Contracts

Attornment and Non-Disturbance. At the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease, and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article XIII of this Lease and all Awards described in Article XIV will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requested.

Attornment and Non-Disturbance. At This lease is subject and subordinate to all mortgages and bond indentures which may now or hereafter affect the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereofPremises, and any to all advances made thereunder, the interest thereon, and all renewals, replacements, modifications, consolidations, spreaders replacements and extensions thereof, Lessee will thereof if the mortgagee named in said mortgage shall elect by written notice delivered to Tenant to subject and subordinate the rights and interest of Tenant under this Lease and all to the lien of Lessee's its mortgage. Alternatively, any mortgagee may elect to give the rights and estate hereunder interests of Tenant under this Lease priority over the lien of its mortgage. In the event of either of such election, and upon notification by such mortgagee to each such Encumbrance Tenant to that effect, the rights and will attorn interests of Tenant under this Lease shall be deemed to and recognize such holder (be subordinate to or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosureto have priority over, as the case may be) as Lessor under , the lien of said mortgage whether this Lease is dated prior to or subsequent to the date of said mortgage. This clause shall be self-operative and no further instrument of subordination shall be required by any mortgagee. In confirmation of such subordination, Tenant shall execute and deliver, within fifteen (15) days of a request therefore, any certificate that Landlord may reasonably request. Tenant hereby constitutes and appoints Landlord Tenaxx'x xttorney-in-fact to execute any such certificate or certificates for and on behalf of Tenant. Any subordination of this Lease pursuant to this Section 11 and Tenaxx'x xbligation to execute a subordination agreement is dependent upon Tenaxx'x xeceipt of a non-disturbance agreement with terms customary to those of similar transactions in North Kingstown, Rhode Island at the balance time of the Term then remainingrequest therefor from any lender requiring such subordination agreement. In the event Tenant fails to execute such agreement within fifteen (15) business days after demand in writing, subject Tenaxx xxxs hereby make, constitute and irrevocably appoint Landlord as its attorney in fact and in its name, place and stead so to all do. The execution by Landxxxx, xx behalf of Tenant, of such subordination agreement after said fifteen (15) business days period shall be conclusive evidence that Landxxxx xxx obtained for Tenant's behalf a non-disturbance agreement in conformance with the terms and provisions of this Section so long as such agreement contains a provision substantially as follows: "provided, however, anything herein to the contrary notwithstanding, Tenant upon keeping the terms, covenants and conditions to be kept by it pursuant to the Lease and not being in default thereunder, shall have use and possession of the Premises as contemplated by the Lease and any successor in interest to Landlord shall from and after the date it succeeds to Landlord's interest in the Premises, perform Landlord's obligations in accordance with the terms of the Lease; ." If, in connection with obtaining financing for the Premises, a lender shall request reasonable modifications in this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that each such institutional holder simultaneously with modifications do not materially or prior adversely increase the obligations of Tenant hereunder or materially or adversely affect the leasehold interest hereby created or Tenant's use and enjoyment of the Premises. In the event that a mortgagee or any purchaser at foreclosure sale or judicial proceedings shall succeed to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to the interest of Landlord, this Lease, nevertheless, shall continue in full force and agreeing thateffect, notwithstanding any and Tenaxx xxxees to attorn to such other lease, mortgage, deed of trust, right, title mortgagee or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article XIII of this Lease and all Awards described in Article XIV will be made available to Lessor for restoration of the Leased Property as purchaser and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor recognize such mortgagee or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters purchaser as may be reasonably requestedits Landlord.

Attornment and Non-Disturbance. At Except as set forth in Paragraph 2 ------------------------------ above, provided (a) Tenant complies with this Agreement, (b) Tenant is not in default under the request terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendens, or otherwise commences a foreclosure action, or at --- ------- any time thereafter, and (d) Tenant shall be in possession of the Premises, no default under the Mortgage and no proceeding to foreclose the same will disturb Tenant's possession under the Lease and the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Property to Transferee, the Lease will be recognized as a direct lease from time Transferee to time by one or more holders of an Encumbrance that may hereafter be placed Tenant upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease Transfer for the balance of the Term then remainingterm thereof. Tenant shall attorn to Transferee, including Lender if Lender becomes a Transferee, as the landlord under the Lease. Said attornment is subject to all the limitation of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease, and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of LessorTransferee's obligations set forth herein; in Paragraph 2 above and (c) agreeing that all proceeds shall be effective and self-operative without the execution of any further instruments upon Transferee succeeding to the interest of the casualty insurance described in Article XIII landlord under the Lease. Within ten (10) days after receipt of this Lease and all Awards described in Article XIV will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Leasea written request therefore from Transferee, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee Tenant agrees to execute provide Transferee a written confirmation of its attornment to Transferee and deliver any other matter set forth in this Agreement. Failure to Lessor or the holder of an Encumbrance any provide such written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees confirmation shall [TEXT DELETED IN ORIGINAL] not derogate from Tenant's obligations to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedTransferee hereunder.

Attornment and Non-Disturbance. At Except as set forth in Paragraph 2 above, provided (a) Tenant complies with this Agreement, (b) Tenant is not in default under the request terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendens, or otherwise commences a foreclosure action, or at any time thereafter, and (d) Tenant shall be in possession of the Premises, no default under the Mortgage and no proceeding to foreclose the same will disturb Tenant's possession under the Lease and the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Property to Transferee, the Lease will be recognized as a direct lease from time Transferee to time by one or more holders of an Encumbrance that may hereafter be placed Tenant upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease Transfer for the balance of the Term then remainingterm thereof. Tenant shall attorn to Transferee, including Lender if Lender becomes a Transferee, as the landlord under the Lease. Said attornment is subject to all the limitation of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease, and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of LessorTransferee's obligations set forth herein; in Paragraph 2 above and (c) agreeing that all proceeds shall be effective and self-operative without the execution of any further instruments upon Transferee succeeding to the interest of the casualty insurance described in Article XIII of this Lease and all Awards described in Article XIV will be made available to Lessor for restoration of landlord under the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within Within ten (10) days after receipt of written request thereof by Lessor or the holder of an Encumbrance. Lessee therefor from Transferee, Tenant agrees to execute provide Transferee a written confirmation of its attornment to Transferee and any other matter set forth in this Agreement. Failure to provide such written confirmation shall, at Transferee's sole option, constitute a default under the request Lease, but failure to receive such a written confirmation from time Tenant shall not derogate from Tenant's obligations to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedTransferee hereunder.

Attornment and Non-Disturbance. At Except as set forth in Paragraph 7 above, provided (a) Tenant complies with this Agreement, (b) Tenant is not in default under the request terms of the Lease and no event has occurred which, rich the passage of time or the giving of notice or both, would constitute a default cooler the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lie ere, or otherwise commences a foreclosure action, or at any time thereafter, and (d) Tenant shall be is possession of the Premises, no default under the Mortgage and no proceeding to foreclose the sine rill disturb Tenant's possession under the Lease and the Lease rill not be affected or cut off thereby, and notwithstanding any such foreclosure oz other Transfer of the Property to Transferee, the Lease rill be recognized as a direct lease from time Transferee to time by one or more holders of an Encumbrance that may hereafter be placed Tenant upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease Transfer for the balance of the Term then remainingterm thereof. i Tenant shall attorn to Transferee, including Lender if Leader became a Transferee, as the landlord under the Lease. Said attornment is subject to all the limitation of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease, and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of LessorTransferee's obligations set forth herein; in Paragraph 2 above slid shall be effective and (c) agreeing that all proceeds "If-operative without the exception of say farther instruments upon Transferee succeeding to the interest of the casualty insurance described landlord under the Lease. within ten (10) days after receipt of a written request therefor from Transferee, Tenant agrees to provide Transferee a written conformation of its attornment to Transferee and any other matter act forth in Article XIII of this Lease and all Awards described in Article XIV will be made available Agreement. Failure to Lessor for restoration of provide such written confirmation shall, at Transferee's sole option, constitute a default under the Leased Property as and to the extent required by this Lease, subject only but failure to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees receive arch a mitten confirmation from Tenant shall sot derogate from Tenant's obligations to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedTransferee hereunder.

Attornment and Non-Disturbance. At Except as set forth in Paragraph 2 ------------------------------ above, provided (a) Tenant complies with this Agreement, (b) Tenant is not in default under the request terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendens, or otherwise commences a foreclosure action, or at --- ------- any time thereafter, and (d) Tenant shall be in possession of the Premises, no default under the Mortgage and no proceeding to foreclose the same will disturb Tenant's possession under the Lease and the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Property to Transferee, the Lease will be recognized as a direct lease from time the Transferee to time by one or more holders of an Encumbrance that may hereafter be placed Tenant upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all Transfer of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease for the balance of the Term then remainingterm thereof. Tenant shall attorn to Transferee, including Lender if Lender becomes a Transferee, as the landlord under the Lease. Said attornment is subject to all the limitation of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease, and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of LessorTransferee's obligations set forth herein; in Paragraph 2 above and (c) agreeing that all proceeds shall be effective and self-operative without the execution of any further instruments upon Transferee succeeding to the interest of the casualty insurance described landlord under the Lease. Within ten (10) days after receipt of a written request therefor from Transferee, Tenant agrees to provide Transferee a written confirmation of its attornment to Transferee and any other matter set forth in Article XIII of this Lease and all Awards described in Article XIV will be made available Agreement. Failure to Lessor for restoration of provide such written confirmation shall, at Transferee's sole option, constitute a default under the Leased Property as and to the extent required by this Lease, subject only but failure to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees receive such a written confirmation from Tenant shall not derogate from Tenant's obligations to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedTransferee hereunder.

Attornment and Non-Disturbance. At If any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request from time of such party so succeeding to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of LesseeLandlord's rights (herein called "Successor Landlord") and estate hereunder upon such Successor Landlord's written agreement to each such Encumbrance and will accept Tenant's attornment, Tenant shall attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, Successor Landlord as the case may be) as Lessor Tenant's landlord under this Lease for and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the balance of Successor Landlord and Tenant upon all the Term then remainingterms, subject to all of the terms conditions and provisions covenants of this Lease; provided Lease except that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement the Successor Landlord, including, in recordable form the context of clauses (a) consenting through (c) below, any mortgagee succeeding to this LeaseLandlord's rights, and agreeing that, notwithstanding shall not (a) be liable for any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other previous act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall Landlord under this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth hereinLease; (b) agreeing that it will be subject to any offset, not expressly provided for in this Lease, which theretofore shall have accrued to Tenant against Landlord; or (c) be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article XIII any previous modification of this Lease and all Awards described or by any previous prepayment of more than one month's rent, unless such modification or prepayment shall have been expressly approved in Article XIV will be made available to Lessor for restoration writing by the lessor of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor Superior Lease or the holder of an Encumbrance the mortgage through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease. Tenant shall be provided written notice identifying any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedmortgagee.

Attornment and Non-Disturbance. At Except as set forth in Paragraph Z above, provided (a) Tenant complies with this Agreement, (b) Tenant is not in default under the request terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendena, or otherwise commences a foreclosure action, or at any -80- time thereafter, and (d) Tenant shall be in possession of the Premises, no default under the Mortgage and no proceeding to foreclose the same will disturb Tenant's possession under the Lease end the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Property to Transferee, the Lease will be recognized as a direct lease from time Transferee to time by one or more holders of an Encumbrance that may hereafter be placed Tenant upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease Transfer for the balance of the Term then remainingterm thereof. Tenant shall attorn to Transferee, Including Lender if Lender becomes a Transferee, as the landlord under the Lease. Said attornment is subject to all the limitation of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease, and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of LessorTransferee's obligations set forth herein; in Paragraph 2 above and (c) agreeing that all proceeds shall be effective and self-operative without the execution of any further instruments upon Transferee succeeding to the interest of the casualty insurance described landlord under the Lease. Within ten (10) days after receipt of a written request therefor from Transferee, Tenant agrees to provide Transferee a written confirmation of its attornment to Transferee and any other matter set forth in Article XIII of this Lease and all Awards described in Article XIV will be made available Agreement. Failure to Lessor for restoration of provide such written confirmation shall at Transferee's sole option, constitute a default under the Leased Property as and to the extent required by this Lease, subject only but failure to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees receive such written confirmation from Tenant shall not derogate from Tenant's obligations to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedTransferee hereunder.

Attornment and Non-Disturbance. At Except as set forth in Paragraph 2 above, provided (a) Tenant complies with this Agreement, (b) Tenant is not in default under the request terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendens, or otherwise commences a foreclosure action, or at any time thereafter, and (d) Tenant shall be in possession of the Premises, no default under the Mortgage and no proceeding to foreclose the same will disturb Tenant's possession under the Lease and the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Property to Transferee, the Lease will be recognized as a direct lease from time Transferee to time by one or more holders of an Encumbrance that may hereafter be placed Tenant upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease Transfer for the balance of the Term then remainingterm thereof. Tenant shall attorn to Transferee, including Lender if Lender becomes a Transferee, as the landlord under the Lease. Said attornment is subject to all the limitations of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease, and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of LessorTransferee's obligations set forth herein; in Paragraph 2 above and (c) agreeing that all proceeds shall be effective and self-operative without the execution of any further instruments upon Transferee succeeding to the interest of the casualty insurance described in Article XIII landlord under the Lease. Within ten (10) days after receipt of this Lease and all Awards described in Article XIV will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Leasea written request therefor from Transferee, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee Tenant agrees to execute provide Transferee a written confirmation of its attornment to Transferee and deliver any other matter set forth in this Agreement. Failure to Lessor or the holder of an Encumbrance any provide such written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees confirmation shall not derogate from Tenant's obligations to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedTransferee hereunder.

Attornment and Non-Disturbance. At If the request from time interests of Landlord under the Lease shall be transferred to time any superior Mortgagee or other purchaser or person taking title to the Building by one reason of the termination of any superior lease or more holders the foreclosure of an Encumbrance that may hereafter any superior mortgage or deed of trust, then Tenant shall be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and bound to such Successor Landlord under all of Lessee's rights the terms, covenants and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (or conditions of the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease for the balance of the Term then remainingterm thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, subject with the same force and effect as if Successor Landlord were the landlord under the Lease. In said event, Tenant shall attorn to all and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, and the Successor Landlord shall agree not to disturb Tenant's quiet enjoyment of the terms Premises to and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to recognize Tenant as the Tenant under this Lease, but only so long as Tenant shall not have committed an event of default hereunder which remains uncured following expiration of all applicable cure periods. Said attornment and agreeing thatnon-disturbance agreements shall become operative without execution of any further instruments. However, notwithstanding if the Successor Landlord shall require execution of an attornment and/or non-disturbance agreement, Tenant shall, upon demand, execute any documents reasonably requested by any such other leaseperson to evidence the attornment and non-disturbance described in this Section 17.02, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant but only on condition that the same are reasonably acceptable to or affecting any of the foregoing, Lessee shall not Tenant. Such attornment and non-disturbance agreements may be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except embodied in the event Lessor shall have the right to terminate this Lease under the terms Mortgagee's customary form of subordination and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article XIII of this Lease and all Awards described in Article XIV will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestednon-disturbance agreement.

Attornment and Non-Disturbance. At If (a) the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Prime Lease and all Sublandlord's leasehold interest in the Premises shall be terminated, (other than by total condemnation or sale in lieu thereof) or (b) any leasehold mortgagee shall become owner of LesseeSublandlord's rights and leasehold estate hereunder under the Prime Lease or shall enter into a new lease with Prime Landlord for the Premises, pursuant to the Prime Lease, then Subtenant shall, if so requested in writing by Prime Landlord, or such prospective leasehold mortgagee (each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under party a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure"Successor Landlord"), as the case may be, either (x) attorn to Successor Landlord and waive any right Subtenant may have to terminate this Sublease or to surrender possession hereunder, as Lessor under this Lease for the balance a result of termination of the Term then remainingPrime Lease or otherwise and shall, subject to during the Term, perform all of the terms, covenants and conditions of this Sublease on the part of Subtenant to be performed, or (y) enter into a new lease or sublease (as applicable) with such Successor Landlord as landlord or sublandlord (as applicable) for the remaining Term and otherwise on the same terms and provisions conditions of this Lease; provided that each such institutional holder simultaneously with or prior to recording Sublease. In the event of any such Encumbrance executes and delivers a written agreement in recordable form attornment or new lease or sublease, Successor Landlord shall not be (a) consenting to this Lease, and agreeing that, notwithstanding liable for any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission underor default of any prior sublandlord (including, pursuant to without limitation, Sublandlord); or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Leasesubject to any offsets or defenses which Subtenant might have against any prior sublandlord (including without limitation, perform and observe all of Lessor's obligations set forth hereinSublandlord); and or (c) agreeing that bound by any rent or additional rent which Subtenant might have paid for more than the current month to any prior sublandlord (including, without limitation, Sublandlord) or (d) bound by any amendment or modification of this Sublease made without Prime Landlord and any leasehold mortgagee's written consent; or (e) liable for any security deposited pursuant to this Sublease unless such security has actually been delivered to such Successor Landlord. In the event Subtenant receives a written notice from Prime Landlord or its assignees, Subtenant shall thereafter be obligated to pay all proceeds Rental accruing under this Sublease directly to the party giving such notice or as such party may direct. The foregoing shall be self-operative without the necessity of the casualty insurance described in Article XIII execution of this Lease and all Awards described in Article XIV will be made available any further instruments but Subtenant agrees, upon the demand of a Successor Landlord to Lessor for restoration of the Leased Property as and to the extent required by this Leaseexecute, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute acknowledge and deliver any instrument or instruments confirming such attornment. Nothing contained in this Section shall be construed to Lessor or the holder of an Encumbrance impair any written agreement required right otherwise exercisable by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedSuccessor Landlord.

Attornment and Non-Disturbance. At Tenant waives the request from time provisions of any statute or rule of law now or hereafter in effect which may give or purport to time by one give Tenant any right to terminate or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate otherwise adversely affect this Lease and all of LesseeTenant's rights and estate obligations hereunder to each such Encumbrance and will attorn to and recognize such holder (or in the purchaser at event any foreclosure sale proceeding is prosecuted or any sale under a power of sale contained completed or in any such Encumbrance the event the Premises or a holder Landlord's interest therein is transferred by a foreclosure, by deed in lieu of foreclosureforeclosure or otherwise. If this Lease is not extinguished upon any such transfer or by the transferee following such transfer, then, at the request of such transferee, Tenant shall attorn to such transferee and shall recognize such transferee as the case may be) as Lessor landlord under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided . Tenant agrees that each such institutional holder simultaneously with or prior to recording upon any such Encumbrance executes and delivers a written agreement in recordable form attornment, such transferee shall not be (a) consenting to bound by any payment of the Base Rent or additional rent more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, and agreeing thatbut only to the extent such prepayments have been delivered to such transferee, notwithstanding (b) bound by any amendment of this Lease made without the written consent of the holder of each Mortgage existing as of the date of such other leaseamendment, mortgage(c) liable for damages for any breach, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission underof any prior landlord, pursuant or (d) subject to any offsets or affecting defenses which Tenant might have against any of the foregoingprior landlord; provided, Lessee however, that after succeeding to Landlord's interest under this Lease, such transferee shall not be disturbed agree to perform in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all accordance with the terms of this LeaseLease all obligations of Landlord arising after the date of transfer. Within five (5) days after the request of such transferee, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article XIII of this Lease and all Awards described in Article XIV will be made available to Lessor for restoration of the Leased Property as and to the extent required by this LeaseTenant shall execute, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute acknowledge and deliver any requisite or appropriate document submitted to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and Tenant confirming such other matters as may be reasonably requestedattornment.

Attornment and Non-Disturbance. At Except as set forth in Paragraph 2 above, provided (a) Tenant complies with this Agreement, (b) Tenant is not in default under the request terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendens, or otherwise commences a foreclosure action, or at any time thereafter, and (d) Tenant shall be in possession of the Premises, no default under the Mortgage and no proceeding to foreclose the same will disturb Tenant's possession under the Lease and the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Property to Transferee, the Lease will be recognized as a direct lease from time Transferee to time by one or more holders of an Encumbrance that may hereafter be placed Tenant upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease Transfer for the balance of the Term then remainingterm thereof. Tenant shall attorn to Transferee, including Lender if Lender becomes a Transferee, as the landlord under the Lease. Said attornment is subject to all the limitation of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease, and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of LessorTransferee's obligations set forth herein; in Paragraph 2 above and (c) agreeing that all proceeds shall be effective and self-operative without the execution of any further instruments upon Transferee succeeding to the interest of the casualty insurance described in Article XIII landlord under the Lease. Within the (10) days after receipt of this Lease and all Awards described in Article XIV will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Leasea written request therefor from Transferee, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee Tenant agrees to execute provide Transferee a written confirmation of its attornment to Transferee and deliver other matter set forth in this Agreement. Failure to Lessor or the holder of an Encumbrance any provide such written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees confirmation shall not derogate from Tenant's obligations to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedTransferee hereunder.

Attornment and Non-Disturbance. At It is a condition of this Lease and the request from time to time by one or more holders of an Encumbrance Tenant's rights granted hereunder that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's the rights hereunder are and estate hereunder shall at all times be subject and subordinate to each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease, and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article XIII of this Lease and all Awards described in Article XIV will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request Mortgages from time to time in existence against the Lands. Upon request, the Tenant shall subordinate the Lease and all of Lessor its rights hereunder in such form as the Landlord reasonably requires to any and all Mortgages, and to all advances made or an institutional investor a certificate setting forth hereafter to be made upon the security thereof and, if requested, the Tenant shall attorn to the holder thereof. Any subordination will provide that the rights of the Tenant under this Lease shall not be interfered with so long as the Tenant is not in default hereunder. The form of such subordination shall be as required by the Landlord or any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedMortgagee. NOTWITHSTANDING THE FOREGOING, THE TENANT SHALL NOT BE REQUIRED TO SUBORDINATE THE LEASE AND ALL OF ITS RIGHTS HEREUNDER TO ANY AND ALL FUTURE MORTGAGES (BEING REGISTERED ON TITLE TO THE COMPLEX SUBSEQUENT TO THE DATE OF THIS LEASE), AND TO ALL ADVANCES TO BE MADE THEREAFTER UPON THE SECURITY THEREOF AND, IF REQUESTED, TO ATTORN TO THE HOLDER THEREOF, UNLESS SUCH FUTURE MORTGAGEE EXECUTES A NON-DISTURBANCE AGREEMENT IN FAVOUR OF THE TENANT. UPON EXECUTION OF THIS LEASE BY THE TENANT AND UPON THE TENANT'S WRITTEN REQUEST, THE LANDLORD SHALL USE REASONABLE EFFORTS TO OBTAIN IN FAVOUR OF THE TENANT, A NON-DISTURBANCE AGREEMENT FROM ANY MORTGAGEE REGISTERED ON TITLE TO THE COMPLEX AS AT THE DATE OF THIS LEASE.

Attornment and Non-Disturbance. At Except as set forth in Paragraph 2 above, provided (a) Tenant complies with this Agreement, (b) Tenant is not in default under the request terms of the Lease and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Lease, (c) the Lease is in full force and effect, both as of the date Lender files a lis pendens, or otherwise commences a foreclosure action, or at any time thereafter, and (d) Tenant shall be in possession of the Premises, no default under the Mortgage and no proceeding to foreclose the same will disturb Tenant's possession under the Lease and the Lease will not be affected or cut off thereby, and notwithstanding any such foreclosure or other Transfer of the Property to Transferee, the Lease will be recognized as a direct lease from time Transferee to time by one or more holders of an Encumbrance that may hereafter be placed Tenant upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease Transfer for the balance of the Term then remainingterm thereof. Tenant shall attorn to Transferee, including Lender if Lender becomes a Transferee, as the Landlord under the Lease. Said attornment is subject to all the limitation of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease, and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of LessorTransferee's obligations set forth herein; in Paragraph 2 above and (c) agreeing that all proceeds shall be effective and self-operative without the execution of any further instruments upon Transferee succeeding to the interest of the casualty insurance described Landlord under the Lease. Within ten (10) days after receipt of a written request therefor from Transferee, Tenant agrees to provide Transferee a written confirmation of its attornment to Transferee and any other matter set forth in Article XIII of this Lease and all Awards described in Article XIV will be made available Agreement. Failure to Lessor for restoration of provide such written confirmation shall, at Transferee's sole option, constitute a default under the Leased Property as and to the extent required by this Lease, subject only but failure to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees receive such a written confirmation from Tenant shall not derogate from Tenant's obligations to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedTransferee hereunder.

Attornment and Non-Disturbance. At In the request from event of the termination of the ------------------------------ Master Lease, other than pursuant to (a) Article 8 of the Master Lease ("DAMAGE OR DESTRUCTION") or (b) Article 13 of the Master Lease ("CONDEMNATION OF THE PREMISES"), or in the event of a rejection by Ariba of the Master Lease which is approved, consented to or authorized by a bankruptcy court in a bankruptcy proceeding ("Recognition Event"), (i) Interwoven shall attorn to Xxxxxxx and perform all of Interwoven's obligations under the Sublease directly to Xxxxxxx as if Xxxxxxx were the sublessor under the Sublease, and (ii) provided that at the time of termination or rejection of the Master Lease Interwoven is not in default under the terms of the Sublease beyond any applicable cure period, Xxxxxxx shall continue to time recognize the estate of Interwoven created under the Sublease and the Sublease shall continue with the same force and effect as if Xxxxxxx and Interwoven had entered into a sublease on the same provisions as those contained in the Sublease (as modified by one this Recognition Agreement and the Sublease Consent), except to the extent not permitted by the continued possession of Ariba or more holders restricted by court order or other legal constraint. The provisions of an Encumbrance that may hereafter this paragraph shall be placed self-executing upon the Leased Property occurrence of a Recognition Event, provided, however, either Xxxxxxx or any part thereof, Interwoven shall execute and any deliver at the other's request an instrument confirming Interwoven's attornment and all renewals, replacements, modifications, consolidations, spreaders other obligations pursuant to this Recognition Agreement and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder Xxxxxxx'x agreement to each such Encumbrance and will attorn to and recognize such holder (or be bound by the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease for the balance terms of the Term then remaining, subject Sublease as modified pursuant to this Recognition Agreement and the Sublease Consent and/or enter into a new lease containing all of the terms and provisions of the Sublease as modified by this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes Recognition Agreement and delivers a written agreement in recordable form (a) consenting to this Lease, and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the Sublease Consent. Notwithstanding the foregoing, Lessee the rejection by Xxxxxxx of the Master Lease in a bankruptcy proceeding (whether or not deemed a termination of the Master Lease) shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article XIII of this Lease and all Awards described in Article XIV will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereof. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee agrees to execute at the request from time to time of Lessor or an institutional investor constitute a certificate setting forth any defaults of Lessor hereunder and the dates through which Rent has been paid and such other matters as may be reasonably requestedRecognition Event.

Attornment and Non-Disturbance. At the request from time to time by one or more holders of an Encumbrance that may hereafter be placed upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, Lessee will subordinate this Lease and all of Lessee's rights and estate hereunder to each such Encumbrance and will attorn to and recognize such holder (or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such Encumbrance or a holder by a deed in lieu of foreclosure, as the case may be) as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided that each such institutional holder simultaneously with or prior to recording any such Encumbrance executes and delivers a written agreement in recordable form (a) consenting to this Lease, Lease and agreeing that, notwithstanding any such other lease, mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee shall not be disturbed in peaceful enjoyment of the Leased Property nor shall this Lease be terminated or canceled at any time, except in the event Lessor shall have the right to terminate this Lease under the terms and provisions expressly set forth herein; (b) agreeing that it will be bound by all the terms of this Lease, perform and observe all of Lessor's obligations set forth herein; and (c) agreeing that all proceeds of the casualty insurance described in Article XIII 13 of this Lease and all Awards described in Article XIV 14 will be made available to Lessor for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the manner of disbursement and application thereofthereof except to the extent the same are actually received by said Facility Mortgagee. Lessee agrees to execute and deliver to Lessor or the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the such holder of an Encumbrance. From time to time throughout the Term of this Lease, Lessee agrees to execute at the request from time to time of Lessor, or any prospective purchaser of the Lessor interests in the Leased Property, or an institutional investor any Facility Mortgagee or proposed Facility Mortgagee a certificate setting forth any defaults (i) the then-remaining Term of the Lease, (ii) the scope of defaults, if any, by Lessor hereunder and hereunder, (iii) the then-current Rents payable hereunder, (iv) the dates through which Rent has been paid paid, and (v) such other matters as the requesting party may reasonably set forth. Further, without limiting the foregoing and without the necessity of any additional documentation (unless any Facility Mortgagee may request reaffirmation of the following by separate agreement which Lessee agrees to execute), for the benefit of each Facility Mortgagee, Lessee agrees that, in the event that any such Facility Mortgagee succeeds to the interest of Lessor under the Lease, such Facility Mortgagee shall not be: (A) liable for any act or omission of Lessor or any prior "Lessor" under this Lease; or (B) subject to any defense, set-offs, counter-claims or offsets which Lessee may have against any prior "Lessor" (including Lessor); or (C) bound by any payment of Rent including Additional Charges, which Lessee may have paid for more than one (1) month in advance of the due date hereunder to any prior "Lessor" hereunder (including Lessor); or (D) bound by any obligations to make any payment to Lessee which was required to be reasonably requestedpaid prior to the time such Facility Mortgagee succeeds to Lessor's interest; or (E) accountable for any monies deposited with any prior Lessor (including security deposits), except to the extent same are actually received by said Facility Mortgagee; or (F) bound by any surrender, termination, amendment, restatement or modification of this Lease occurring or entered into after the date on which such Facility Mortgagee first provided debt secured by the Facility or Facilities made without the consent of said Facility Mortgagee; or (G) otherwise have any liability, duty or obligation whatsoever under this Lease, or under any extension or renewal hereof, either by virtue of any assignment of leases or rents granted by Lessor to said Facility Mortgagee or the subsequent collection of rents thereunder, until said Facility Mortgagee, or its designee or nominee becomes the fee owner of the Leased Property, and then only for such periods which such Facility Mortgagee or its designee or nominee actually owns the Leased Property. Nothing in this Article 33 shall affect the rights of Lessee granted in Section 29.1 of this Lease.