Common use of Attornment Clause in Contracts

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

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

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

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

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

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

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

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

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

Attornment. If LandlordNotwithstanding anything to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Leased Property Lease be transferred to Lender or any portion thereof other person or interest therein is soldentity (“New Owner”) by, conveyed or terminated in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the exercise occurrence of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)transfer, or otherwise by operation of lawthat: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn pay to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and New Owner all rental payments required to be made by Tenant shall take such actions pursuant to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage DocumentsLease for the remainder of the Lease term; (b) or, Tenant shall be bound to New Owner in accordance with all of the case provisions of such prepaymentthe Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its landlord, such prepayment attornment to be effective and self-operative without the execution of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageeany further instrument; or (ivd) New Owner shall not be liable for any security deposit default of any prior landlord under the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or other collateral deposited defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or delivered defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to Landlord pursuant the leased premises and New Owner fails to this Master cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising under the Lease unless such security deposit or other collateral has actually been delivered following any subsequent transfer of the title to such new owner or superior lessorthe leased premises by New Owner.

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

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

Attornment. If In the event of (a) a transfer of Landlord’s interest in the Leased Property Premises, (b) the termination of any ground or any portion thereof underlying lease of the Building or the land on which it is constructed, or both, or (c) the purchase of the Building or Landlord’s interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (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 exercise)events Tenant shall, upon demand by the owner of the Building or the land on which it is constructed, or otherwise by operation both, attorn to and recognize the transferee or purchaser of law: (a) at Landlord’s interest or the request and option of lessor under the new owner terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially in the form of this Master Lease with the new owner or superior between such person, as “Landlord,” and Tenant, as “Tenant,” except that such lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner transferee or superior lessor purchaser shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person’s succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing price to such lease termination or prior to such saleperson’s succession to title, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Charges prior to this Master Lease such lease termination or any previous prepayment of prior to such person’s succession to title for more than one month(1) month in advance. Tenant shall, upon request by Landlord or the transferee or purchaser of Landlord’s rent, unless such modification, amendment interest or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment lessor under the terms 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 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 applicable Facility Mortgage Documents) or, in termination of any such ground or underlying lease or the case completion of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage foreclosure and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsale.

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Leased Property Premises, (b) the termination of any ground or any portion thereof underlying lease of the Building or the land on which it is constructed, or both, or (c) the purchase of the Building or Landlord's interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (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 exercise)events Tenant shall, at Landlord's request, attorn to and recognize the transferee or otherwise by operation purchaser of law: (a) at Landlord's interest or the request and option of lessor under the new owner terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially in the form of this Master Lease with the new owner or superior between such person, as "Landlord," and Tenant, as "Tenant," except that such lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner transferee or superior lessor purchaser shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Charges prior to this Master Lease such lease termination or any previous prepayment of prior to such person's succession to title for more than one month’s rentmonth in advance. Tenant shall, unless such modification, amendment upon request by Landlord or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at transferee or purchaser of Landlord's interest or the time of such amendment or modification or prepayment lessor under the terms 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 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 applicable Facility Mortgage Documents) or, in termination of any such ground or underlying lease or the case completion of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage foreclosure and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsale.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure (other than with respect to a default of a continuing nature) 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, except for those that are specifically provided for in the Lease, (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 (provided, however, Purchaser’s consent is not required for a termination of the Lease exercised pursuant to the original terms of the Lease) or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Leased Property or any portion thereof or interest therein is soldand shall in no event exceed such interest. Alternatively, conveyed or terminated upon the exercise written request of any remedy provided for in any Facility Mortgage Documents (Lender or in lieu of such exercise), its successors or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beassigns, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the form of Lease (including without limitation any renewal options), except as otherwise specifically provided in this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorAgreement.

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

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

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

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

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

Attornment. If Landlord’s interest Each New Sublease entered into from and after the date hereof shall provide that, (a) in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of a termination of the exercise of any remedy provided for in any Facility Mortgage Documents Master Lease the Tenant under such Sublease shall attorn to Borrower (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option case of the new owner Maryland Property, Maryland Loan Guarantor) and shall recognize Borrower (or superior lessor, as in the case may beof the Maryland Property, Tenant shall attorn to and recognize the new owner or superior Maryland Loan Guarantor) as lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such Sublease without change in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; provisions thereof and (b) in the new owner event, following any termination of the Master Lease, of the enforcement by Lender of any remedy under this Agreement or superior the Security Instrument, the Tenant under such Lease shall, at the option of Lender or of any other Person succeeding to the interest of Lender as landlord under such Lease as a 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 be liable for or bound by (i) liable for any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; default by Borrower (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of the Maryland Property, Maryland Loan Guarantor) or Master Lessee, as applicable, under any such prepaymentLease, such prepayment of rent has actually been delivered to such new owner (iii) any credits, claims, setoffs or superior lessor defenses which any Tenant may have against Borrower (or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice the case of the Facility Mortgage and the identity and address of the Facility Mortgagee; Maryland Property, Maryland Loan Guarantor) or Master Lessee, as applicable, (iv) liable for any security deposit obligation on the part of Borrower (or other collateral deposited in the case of the Maryland Property, Maryland Loan Guarantor) or delivered to Landlord Master Lessee, as applicable, pursuant to this such Lease, to perform any tenant improvement work or (v) any obligation on the part of Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) or Master Lease unless such security deposit or other collateral has actually been delivered Lessee, as applicable, pursuant to such new owner Lease, to pay any sum of money to any Tenant. Each such New Sublease shall also provide that, upon the reasonable request by Lender or superior lessorsuch successor in interest, the Tenant shall execute and deliver an instrument or instruments confirming such attornment.

Attornment. If Landlord’s interest Each New Real Property Lease entered into from and after the Closing Date shall, unless otherwise consented to by the Administrative Agent in its commercially reasonable discretion (which consent shall not be unreasonably withheld, delayed or conditioned), provide that in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise enforcement by the Administrative Agent of any remedy provided for in any Facility Mortgage Documents (under this Agreement or in lieu of the Mortgages, the Tenant under such exercise)Real Property Lease shall, or otherwise by operation of law: (a) at the request and option of the new owner Administrative Agent or superior lessorof any other Person succeeding to the interest of the Administrative Agent as a result of such enforcement, as the case may be, Tenant shall attorn to the Administrative Agent or to such Person and shall recognize the new owner Administrative Agent or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such successor in the form of this Master interest as lessor under such Real Property Lease with without change in the new owner provisions thereof; provided, however, the Administrative Agent or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be liable for or bound by (i) liable for any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of Landlord or default by the Borrower or any Restricted Subsidiary under this Master any such Real Property Lease occurring prior to (but the Administrative Agent, or such salesuccessor, conveyance or termination; (ii) shall be subject to any offsetthe continuing obligations of the landlord to the extent arising from and after such succession to the extent of the Administrative Agent’s, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such salesuccessor’s, conveyance or termination; interest in the applicable Mortgaged Property), (iii) bound by any previous modification credits, claims, setoffs or amendment to this Master Lease defenses which any Tenant may have against the Borrower or any previous prepayment Restricted Subsidiary, (iv) any obligation on the part of more than one month’s rentthe Borrower or any Restricted Subsidiary, unless pursuant to such modificationReal Property Lease, amendment to perform any tenant improvement work, or prepayment shall have been approved in writing by (v) any obligation on the part of the Borrower or any Restricted Subsidiary, pursuant to such Facility Mortgagee (Real Property Lease, to pay any sum of money to any Tenant but only to the extent that the Administrative Agent or such approval was required at successor in interest is not in receipt of any such funds provided for the time purpose of covering (i) through (v) above. In addition, each such amendment New Real Property Lease shall, unless otherwise PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. consented to by the Administrative Agent in its commercially reasonable discretion (which consent shall not be unreasonably withheld, delayed or modification conditioned), provide that, upon the reasonable request by the Administrative Agent or prepayment under such successor in interest, the terms of the applicable Facility Mortgage Documents) or, in the case of Tenant shall execute and deliver an instrument or instruments confirming such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

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

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

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

Attornment. If Landlord’s interest in In the Leased Property or event (i) any portion thereof or interest therein is soldproceedings are brought for foreclosure, conveyed or terminated upon (ii) the exercise of the power of sale under any remedy provided for in mortgage or deed of trust encumbering the Property, or (iii) of a termination of Landlord's interest under any Facility Mortgage Documents ground lease or underlying lease (or the reversion of Landlord's interest) to the lessor thereunder, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of such exercise)foreclosure, or otherwise by operation of law: to lessor (aor other party taking such reversionary interest) at the request under such ground lease or underlying lease, and option of the new owner recognize such purchaser, grantee or superior lessor, lessor (as the case may be, Tenant shall attorn ) (hereinafter referred to and recognize as a "Successor Landlord") as the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease, provided such Successor Landlord assumes, either expressly or by operation of law, the obligations of "Landlord" arising under this Lease after the date title to the interest being transferred is so transferred to such purchaser or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and grantee. Tenant agrees that no Successor Landlord shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) bound by any payment of Rent for more than one (1) month in advance, (ii) bound by any amendment or modification of this Lease made without the consent of such Successor Landlord, (iii) liable for damages for any breach, act or omission of Landlord under this Master Lease occurring any prior landlord, (iv) bound to such saleeffect or pay for any construction for Tenant's occupancy, conveyance or termination; (iiv) subject to any offset, abatement claim of offset or reduction of rent because of defenses that Tenant may have against any default of Landlord under this Master Lease occurring prior landlord and which have accrued prior to the date that such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (Successor Landlord takes legal title to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage Land and the identity and address of the Facility Mortgagee; Building, or (ivvi) liable for the return of any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease deposit, unless such security deposit or other collateral has actually been delivered physically received by such Successor Landlord. Any such Successor Landlord shall have the right, at any time, to such new owner or superior lessorsubordinate to this Lease to any instrument to which this Lease is otherwise subordinated by operation of Section 7.1, above.

Attornment. If Landlord’s interest In the event of the foreclosure of, or exercise of the power of sale under, any Mortgage, or in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise event of any remedy provided for in any Facility Mortgage Documents (or a deed given in lieu of such exercise)foreclosure, or otherwise by operation of law: then (a) at upon the request and option of the new owner purchaser in such foreclosure or superior lessorsale, as or the case may begrantee under such deed in lieu (any such party, the "New Owner"), Tenant shall attorn attorn, without any deductions or setoffs whatsoever, to the New Owner and recognize the new owner or superior lessor New Owner as Tenant’s “landlord” the Landlord under this Master Lease or Lease; (b) upon the request of the New Owner, Tenant shall enter into a new lease substantially in lease, containing all of the form terms and provisions of this Master Lease Lease, with the New Owner for the remaining Term, or at the election of the New Owner, this Lease shall automatically become a new owner or superior lessorlease between Tenant and the New Owner upon the terms and provisions of this Lease for the remaining Term, and Tenant shall take confirm such actions to confirm the foregoing attornment and new lease in writing within ten (10) 10 days after requestthe New Owner's request therefor; and (bc) the new owner or superior lessor New Owner shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salethe New Owner stepping into the shoes of Landlord, conveyance or terminationexcept for the return of the Security Deposit (and all interest accrued thereon) to Tenant as provided under the terms and conditions of this Lease; and (iid) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) the New Owner shall not be bound by any previous modification or amendment of this Lease that was not consented to this Master Lease by the New Owner or any previous prepayment payment of more than one month’s rent, unless such modification, amendment month of Rent that was not consented to by the New Owner. Tenant waives the provisions of any law that may give or prepayment shall have been approved in writing by such Facility Mortgagee (purport to give to Tenant any right to terminate or otherwise adversely affect this Lease or the extent such approval was required at the time obligations of such amendment or modification or prepayment Tenant under the terms of the applicable Facility Mortgage Documents) or, this Lease in the case event of such prepaymentany foreclosure, such prepayment sale or deed in lieu of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorforeclosure.

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

Attornment. If Landlord’s interest in So long as the Leased terms and conditions of Section 2 are being complied with by the Successor Owner (as hereinafter defined), Tenant agrees to attorn to and recognize as its landlord under the Lease each party acquiring legal title to the Property by foreclosure (whether judicial or any portion thereof or interest therein is soldnonjudicial) of the Security Instrument, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in deed-in-lieu of such exercise)foreclosure, or other sale in EXHIBIT D Health Management Systems Corporate Point connection with enforcement of the Security Instrument or otherwise by operation in satisfaction of lawthe underlying loan (“Successor Owner”). Provided that the conditions set forth in Section 2 above are met at the time Successor Owner becomes owners of the Property, Successor Owner shall perform all obligations of the landlord under the Lease arising from and after the date title to the Property was transferred to Successor Owner. In no event, however, will any Successor Owner be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any default, act or omission of Landlord any prior landlord under this Master Lease occurring prior the Lease, (except that Successor Owner shall not be relieved from the obligation to cure any defaults which are non-monetary and continuing in nature, and such sale, conveyance or terminationthat Successor Owner’s failure to cure would constitute a continuing default under the Lease); (iib) subject to any offset, abatement offset or reduction of rent because of defense which Tenant may have against any default of Landlord prior landlord under this Master Lease occurring prior to such sale, conveyance or terminationthe Lease; (iiic) bound by any previous payment of rent or additional rent made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (supplement to the extent such approval was required at the time Lease, or waiver of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) orLease terms, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageemade without Lender’s written consent thereto; or (ive) liable for the return of any security deposit or other collateral deposited prepaid charge paid by Tenant under the Lease, except to the extent such amounts were actually received by Lender; (f) liable or delivered bound by any right of first refusal or option to Landlord purchase all or any portion of the Property; or (g) liable for construction or completion of any improvements to the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising). Although the foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time reasonably request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Master Lease unless Agreement, such security deposit or other collateral has actually been delivered liability shall be limited to such new owner or superior lessorSuccessor Owner’s interest in the Property.

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

Attornment. If Landlord’s interest in In the Leased Property event that, by reason of the foreclosure of the mortgage for any reason or due to any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (a power of sale or as a result of the taking of a deed in lieu of foreclosure, mortgagee or any successor or assignee of mortgagee succeeds to the interest of the Landlord under this Lease, then upon receipt of notice from the mortgagee or such exercise)successor or assignee that it has succeeded to the rights of the Landlord under this Lease, Tenant hereby agrees to recognize mortgagee or otherwise by operation such successor or assignee as Tenant's landlord under this Lease and hereby agrees to attorn to mortgagee or such successor or assignee. Said attornment is to be effective and self-operative without the execution of lawany other instrument immediately upon mortgagee or any successor or assignee of mortgagee succeeding to the rights of the Landlord under the Lease, and this Lease shall continue 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) at 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 request and option succession or assignment without the consent of the new owner mortgagee or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner its successor or superior lessor as Tenant’s “landlord” assignee; (c) be personally liable under this Master Lease, and mortgagee's or its successor's or assignee's liability under the Lease shall be limited to the interest of mortgagee or enter into a new lease substantially its successor or assignee in the form Leased Premises; (d) be liable, except by way of set-off, for any act, omission, neglect, or default of any prior landlord under this Master Lease with including, without limitation, the new owner Landlord; and (e) be subject to any claims, credits, offsets, or superior lessordefenses which Tenant might have against any prior landlord under this Lease including, without limitation, the Landlord. Tenant agrees to execute and Tenant shall take such actions to confirm the foregoing deliver within ten (10) days after request; and (b) the new owner of Landlord's request or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (successor's request an attornment agreement certifying as to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, matters set forth in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorparagraph.

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

Attornment. If Landlord’s interest in Tenant agrees to attorn to and recognize as its landlord under the Leased Lease each party acquiring legal title to the Property by foreclosure (whether judicial or any portion thereof or interest therein is soldnonjudicial) of the Security Instrument, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in deed-in-lieu of such exercise)foreclosure, or other sale in connection with enforcement of the Security Instrument or otherwise by operation in satisfaction of lawthe Loan (“Successor Owner”). Provided that the conditions set forth in Section 2 above are met at the time Successor Owner becomes owner of the Property, Successor Owner shall perform all obligations of the landlord under the Lease arising from and after the date title to the Property is transferred to Successor Owner. In no event, however, will any Successor Owner be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any default, act or omission of Landlord any prior landlord under this Master Lease occurring prior the Lease; except to the extent that such sale, conveyance or terminationdefault is continuing beyond all notice and cure periods at the time Successor Owner becomes the owner of the Property; (iib) subject to any offset, abatement offset or reduction of rent because of defense which Tenant may have against any default of Landlord prior landlord under this Master Lease occurring prior to such sale, conveyance or terminationthe Lease; (iiic) bound by any previous modification payment of rent or amendment additional rent made by Tenant to this Master Lease or any previous prepayment of Landlord more than one month’s rent30 days in advance, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (except to the extent that such approval was required at the time of such amendment or wums are actually transferred to Successor Owner; (d) bound by any modification or prepayment under supplement to the terms Lease, or waiver of the applicable Facility Mortgage Documents) orLease terms, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageemade without Lender’s written consent thereto; or (ive) liable for the return of any security deposit or other collateral deposited prepaid charge paid by Tenant under the Lease, except to the extent such amounts were actually received by Lender; (f) liable or delivered bound by any right of first refusal or option to Landlord purchase all or any portion of the Property; or (g) liable for construction or completion of any improvements to the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising), other than with respect to the Landlord's obligations with respect to the initial buildout of the Premises as described in the Lease and the Workletter attached thereto. Although the foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Master Lease unless Agreement, such security deposit or other collateral has actually been delivered liability shall be limited to such new owner or superior lessorSuccessor Owner’s interest in the Property.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, ACTIVE/119970514.22 in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Leased Property Building, (b) the termination of any ground or any portion thereof underlying lease of the Building or the Land, or both, or (c) the purchase or other acquisition of the Building or Landlord's interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (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 exercise)events Tenant shall, or otherwise by operation of law: (a) at the request of Landlord or Landlord's successor in interest attorn to and option recognize the transferee or purchaser of Landlord's interest or the new owner lessor under the terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially between such Person, as "Landlord," and Tenant, as "Tenant," except that, in the form case of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner and (c) above, such lessor, transferee or superior lessor purchaser shall not be (i) liable for any act or omission or negligence of Landlord under this Master Lease occurring any prior landlord (other than to such sale, conveyance or terminationcure any default of a continuing nature); (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of offset which theretofore shall have accrued to Tenant against any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationlandlord; (iii) bound by the payment of any previous Basic Rent or Additional Charges for more than one month in advance (unless actually received by such party); or (iv) bound by any modification or amendment of this Lease with respect to this Master Lease which the consent of such Mortgagee or any previous prepayment of more than one month’s rentthe lessor under such ground or underlying lease is required pursuant to the terms of such Mortgage or ground or underlying lease, as applicable, unless such modification, modification or amendment or prepayment shall have been approved in writing by such Facility Mortgagee or lessor, as applicable; (v) in the event of damage to the extent Building by fire or other casualty, obligated to repair the Premises or the Building or any part thereof beyond such approval was required at repair as may be reasonably accomplished from the time net proceeds of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has insurance actually been delivered made available to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeLandlord; or (ivvi) liable for in the event of partial condemnation, obligated to repair the Premises or the Building or any security deposit or other collateral deposited or delivered part thereof beyond such repair as may be reasonably accomplished from the net proceeds of any award actually made available to Landlord pursuant as consequential damages allocable to the part of the Premises or the Building not taken. Tenant shall, within ten (10) 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 Master Lease unless Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to 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 security deposit ground or other collateral has actually been delivered to underlying lease or the completion of any such new owner or superior lessorforeclosure and sale.

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

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Leased Property Premises, (b) the termination of any ground or any portion thereof underlying lease of the Building and/or underlying land, or (c) the purchase of the Building or Landlord's interest therein is sold, conveyed at a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (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 exercise)events, Tenant shall, at Landlord's request, attorn to and recognize the transferee or otherwise by operation purchaser of law: (a) at Landlord's interest or the request and option of landlord under the new owner terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” landlord under this Master Lease or enter into a new lease substantially in for the form balance then remaining of this Master Lease with the new owner or superior lessorTerm, and Tenant thereafter this Lease shall take continue as a direct lease between such actions to confirm the foregoing within ten (10) days after request; person, as "Landlord", and (b) the new owner Tenant, as "Tenant", but such landlord, transferee or superior lessor purchaser, unless an express assumption is made in which case Landlord shall be released from liability, shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction counterclaim accruing prior to such lease termination or prior to such person's succession to title, nor be bound by any payment of rent because 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 advance. Tenant agrees that, within 15 days after written request therefor from Landlord, it will, from time to time, execute and deliver any instrument or other document required by any mortgagee, transferee, purchaser or other interested person to confirm such attornment and/or such obligation to attorn. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to execute, acknowledge and deliver any and all such instruments for and on behalf of Tenant. (d) Notwithstanding the foregoing, at Tenant's cost, upon Tenant's written request, Landlord shall use reasonable efforts to obtain from the existing and any future Mortgagee a Non-Disturbance Agreement, on such Mortgagee's form, providing in effect that, in the event of termination of this Lease or foreclosure of any default of such Mortgage, the Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or the holder of any previous prepayment of more than one month’s rentsuch Mortgagee will not attempt to terminate this Lease, unless make Tenant a party defendant to any such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) foreclosure or, in any other way, foreclose or otherwise extinguish or interfere with the case rights of such prepaymentTenant under this Lease, such prepayment of rent has actually been delivered to such new owner or superior lessor or so long as Tenant is not in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessordefault. 15.

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

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

Attornment. If In the event of (a) a transfer of Landlord’s interest in the Leased Property Premises, (b) the termination of any underlying lease of premises which include the Premises or any portion thereof (c) the purchase of the Premises or Landlord’s interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (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 exercise)events Tenant shall, or otherwise by operation of law: (a) at the request of such transferee or purchaser of Landlord’s interest, attorn to and option recognize the transferee or purchaser of the new owner Landlord’s interest or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlordLandlord” under this Master Lease or enter into a new lease substantially in for the form balance then remaining of this Master Lease with the new owner or superior lessorTerm, and thereafter this Lease shall continue as a direct Lease between such person, as “Landlord”, and Tenant, as “Tenant” provided such party executes and delivers to Tenant shall take a commercially reasonable non-disturbance agreement, and such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor person shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such saleLease termination or prior to such person’s succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such saleLease termination or prior to such person’s succession to title, conveyance or termination; (iii) nor be bound by any previous payment of Base Rent or Additional Rent prior to such Lease termination or prior to such person’s succession to title for more than one month in advance or by any modification or amendment to of this Master Lease or any previous prepayment waiver, compromise, release or discharge of more than one month’s rent, any obligation of Tenant hereunder unless such modification, amendment waiver, compromise, release or prepayment discharge shall have been approved specifically consented to in writing by the lessor under such Facility Mortgagee (to underlying lease or the extent such approval was required at the time of such amendment mortgagee under said mortgage, or modification or prepayment under the terms for return of the applicable Facility Mortgage Documents) orsecurity deposit, in the case of if any, (unless actually received by such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorperson).

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

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

Attornment. If Landlord’s interest Each New Lease entered into from and after the date hereof shall provide that in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise enforcement by Lender of any remedy provided for in under this Agreement or the Security Instrument, the Tenant under such Lease shall, so long as Lender agrees not to disturb such Tenant’s right to occupancy, at the option of Lender or of any Facility Mortgage Documents (or in lieu other Person succeeding to the interest of Lender as a result of such exercise)enforcement, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to Lender or to such Person and shall recognize the new owner Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such successor in the form of this Master interest as lessor under such Lease with without change in the new owner provisions thereof; provided, however, Lender or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be liable for or bound by (i) liable for except as may be included in any Lease approved by Lender, any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of Landlord or default by Borrower under this Master any such Lease occurring prior to (but the Lender, or such salesuccessor, conveyance or termination; (ii) shall be subject to any offsetthe continuing obligations of the landlord to the extent arising from or continuing to occur from and after such succession to the extent of Lender’s, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such salesuccessor’s, conveyance interest in the Property), or termination; (iii) bound any credits, claims, setoffs or defenses which any Tenant may have against Borrower. Each such Tenant, upon the reasonable request by any previous modification Lender or amendment to this Master Lease such successor in interest, shall execute and deliver an instrument or any previous prepayment of more than one month’s rent, unless instruments confirming such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to attornment. Notwithstanding the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) orforegoing, in the case event Lender shall have entered into a separate Non-Disturbance Agreement directly with any such Tenant governing such Tenant’s obligation to attorn to Lender or such successor in interest as lessor, the terms and provisions of such prepayment, such prepayment agreement shall supersede the provisions of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage this Section 8.8.8 and the identity and address provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless Section 8.8.8 shall be deemed satisfied regardless of whether such security deposit or other collateral has actually been delivered to attornment language is contained in such new owner or superior lessorNew Lease.

Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.. ACTIVE/119768607.18

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

Attornment. If Landlord’s interest in any superior mortgagee shall succeed to the Leased Property rights of Landlord under this Lease, whether through possession or any portion thereof foreclosure action or interest therein is solddelivery of a new lease or deed, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) then at the request and option of the new owner or superior lessorparty so succeeding to Landlord's rights ("Successor Landlord"), as and upon the case may beSuccessor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize the new owner or superior lessor such Successor Landlord as Tenant’s “landlord” 's landlord under this Master Lease or enter into and shall promptly execute and deliver any instrument that the Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a new direct lease substantially in between the form of this Master Lease with the new owner or superior lessor, Successor Landlord and Tenant shall take such actions to confirm upon all of the foregoing within ten (10) days after request; terms, conditions and (b) covenants as are set forth in this Lease except that the new owner or superior lessor Successor Landlord shall not (a) be (i) liable for any previous act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iib) be subject to any offset, abatement not expressly provided for in this Lease, which theretofore shall have accrued to Tenant against 51 Landlord; or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iiic) be bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent's Basic Rent or Additional Rent except for amounts due under the last sentence of Section 15.3, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by such Facility Mortgagee (a superior mortgagee through or by reason of which the Successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If Landlord’s 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 or other security instrument made by Landlord affecting the Building or any portion thereof, or in the event that Landlord sells, conveys or otherwise transfers its interest in the Leased Property Building or any portion thereof or interest therein is soldthereof, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)the event a ground lease or underlying lease affecting the Premises is terminated, or otherwise by operation of law: (a) this Lease shall remain in full force and effect and at the request and option of the new owner (or superior lessor, as the case may beapplicable), Tenant shall attorn to, and hereby covenants and agrees to and recognize execute an instrument in writing reasonably satisfactory to the new owner (or superior lessor lessor, as Tenant’s “landlord” 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 Master Lease. Payment by or performance of this Lease by any person, firm or corporation claiming an interest in this Lease or enter into a the Premises by, through or under Tenant without Landlord’s (or such new lease substantially owner’s, as applicable) consent in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor 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 result of foreclosure or trustee’s sale, nor any successor or assign of either of the foregoing, shall be unless otherwise agreed in writing (i) liable for or obligated to cure any default by Landlord or liable for any act or omission of Landlord under this Master Lease occurring prior to such sale(except those of a continuing nature), conveyance or termination; (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 offset, abatement defense or reduction offset which Tenant may have to the payment of rent because of Rent or other performance under this Lease arising from any default of by Landlord under (except for those abatement rights, if any, expressly set forth in this Master Lease occurring prior to such saleLease), conveyance or termination; (iiiiv) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under to this Lease made without the terms of the applicable Facility Mortgage Documents) or, in the case consent of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; mortgagee or (ivv) liable for bound by any security deposit warranty or other collateral deposited or delivered representation of Landlord relating to work performed by Landlord pursuant to under this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

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

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

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Leased Property Premises, (b) the termination of any ground or any portion thereof underlying lease of the Building or the land on which it is constructed, or both, or (c) the purchase of the Building or Landlord's interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (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 exercise)events Tenant shall, upon demand by the owner of the Building or the land on which it is constructed, or otherwise by operation both, attorn to and recognize the transferee or purchaser of law: (a) at Landlord's interest or the request and option of lessor under the new owner terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially in the form of this Master Lease with the new owner or superior between such person, as "Landlord," and Tenant, as "Tenant," except that such lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner transferee or superior lessor purchaser shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Charges prior to this Master Lease such lease termination or any previous prepayment of prior to such person's succession to title for more than one month’s rent(1) month in advance. Tenant shall, unless such modification, amendment upon request by Landlord or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at transferee or purchaser of Landlord's interest or the time of such amendment or modification or prepayment 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 instrument 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. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to 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 applicable Facility Mortgage Documents) or, in termination of any such ground or underlying lease or the case completion of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage foreclosure and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsale.

Attornment. If In the event of (a) a transfer of Landlord’s interest in the Leased Property Building, (b) the termination of any ground or any portion thereof underlying lease of the Building or the Land, or both, or (c) the purchase or other acquisition of the Building or Landlord’s interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (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 exercise)events Tenant shall, or otherwise by operation of law: (a) at the request of Landlord or Landlord’s successor in interest, attorn to and option recognize the transferee or purchaser of Landlord’s interest or the new owner lessor under the terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially in the form of this Master Lease with the new owner or superior between such Person, as “Landlord,” and Tenant, as “Tenant,” except that such lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner transferee or superior lessor purchaser shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior before such lease termination or before such Person’s succession to such saletitle, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior counterclaim accruing before such lease termination or before such Person’s succession to such saletitle, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Charges before such lease termination or before such Person’s succession to this Master Lease or any previous prepayment of title for more than one monthmonth in advance. Except as set forth above, the new landlord shall agree to undertake all obligations of Landlord hereunder. Tenant shall, within ten (10) days after request by Landlord or the transferee or purchaser of Landlord’s rent, unless such modification, amendment interest or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment lessor under the terms 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 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 applicable Facility Mortgage Documents) or, in termination of any such ground or underlying lease or the case completion of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage foreclosure and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsale.

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

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

Attornment. If Landlord’s the interest in of the Leased Property Landlord shall be transferred to the Lender or any portion thereof other person by reason of the Lender's exercise of any of its rights or interest therein is soldremedies under the Loan Documents, conveyed or terminated upon including, with limitation, the exercise of any remedy provided for in any Facility Mortgage Documents (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 exerciseother persons being hereinafter referred to as a "Purchaser"), and the Lender or otherwise by operation of law: (a) at such purchaser succeeds to the request and option interest of the new owner or superior lessorLender in the Mortgaged Property, as the case may be, Tenant shall be bound to the Lender or such Purchaser, and the Lender or such Purchaser shall be bound to the Tenant under all of the terms, covenants, conditions and warranties under the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option granted in the Lease, with the same force and effect as if the Lender or such Purchaser were the Landlord under the 2 124 Lease, and the Tenant does hereby attorn to the Lender or such Purchaser as its landlord, said attornment to be effective and recognize self-operative without the new owner execution of any further instruments on the part of any parties hereto immediately upon the Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such Purchaser succeeding to the interest of the Landlord in the form Mortgaged Property. Without limiting the foregoing, within fifteen (l5) business days after written request by the Lender or such Purchaser, the Tenant agrees to execute and deliver to the Lender or such person, any instrument of this Master Lease with further assurance reasonably requested by the new owner Lender or superior lessorsuch Person to confirm and acknowledge such attornment. Notwithstanding anything to the contrary contained herein, and the Tenant shall take such actions be under no obligation to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of pay rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (other charges due under the Lease to the extent Lender or such approval was required at Purchaser until the time Tenant receives written notice from the Lender or such Purchaser that it has succeeded to the interest of such amendment the Landlord in the Mortgaged Property (or modification or prepayment that the Lender has exercised its rights under the terms Deed of the applicable Facility Mortgage DocumentsTrust) or, in the case of and directing where such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorshould be delivered.

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

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

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

Attornment. If Landlord’s interest In the event of the foreclosure of, or exercise of the power of sale under, any Mortgage, or in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise event of any remedy provided for in any Facility Mortgage Documents (or a deed given in lieu of such exercise)foreclosure, or otherwise by operation of law: then (a) at upon the request and option of the new owner purchaser in such foreclosure or superior lessorsale, as or the case may begrantee under such deed in lieu (any such party, the “New Owner”), Tenant shall attorn attorn, without any deductions or setoffs whatsoever, to the New Owner and recognize the new owner or superior lessor New Owner as Tenant’s “landlord” the Landlord under this Master Lease or Lease; (b) upon the request of the New Owner, Tenant shall enter into a new lease substantially in lease, containing all of the form terms and provisions of this Master Lease Lease, with the New Owner for the remaining Term, or at the election of the New Owner, this Lease shall automatically become a new owner or superior lessorlease between Tenant and the New Owner upon the terms and provisions of this Lease for the remaining Term, and Tenant shall take confirm such actions to confirm the foregoing attornment and new lease in writing within ten (10) 10 days after requestthe New Owner’s request therefor; and (bc) the new owner or superior lessor New Owner shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salethe New Owner stepping into the shoes of Landlord, conveyance or terminationexcept for the return of the Security Deposit (and all interest accrued thereon) to Tenant as provided under the terms and conditions of this Lease; and (iid) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) the New Owner shall not be bound by any previous modification or amendment of this Lease that was not consented to this Master Lease by the New Owner or any previous prepayment payment of more than one month’s rent, unless such modification, amendment month of Base Rent that was not consented to by the New Owner. Tenant waives the provisions of any laws that may give or prepayment shall have been approved in writing by such Facility Mortgagee (purport to give to Tenant any right to terminate or otherwise adversely affect this Lease or the extent such approval was required at the time obligations of such amendment or modification or prepayment Tenant under the terms of the applicable Facility Mortgage Documents) or, this Lease in the case event of such prepaymentany foreclosure, such prepayment sale or deed in lieu of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorforeclosure.

Attornment. If For the purposes of this Section, the term "Successor ---------- Landlord’s interest in " shall mean the Leased Property 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 portion thereof or interest therein is sold, conveyed or terminated upon third party that succeeds to the exercise rights of any remedy provided for in any Facility Mortgage Documents (or in lieu Landlord under this Lease by virtue of such exercise), or otherwise by operation of law: (a) having purchased the Land and the Building at a foreclosure sale. At the request of a Successor Landlord and option upon such Successor Landlord's written agreement to accept Tenant's attornment, and to not disturb Tenant's quiet possession of the new owner or superior lessor, as the case may bePremises, Tenant shall attorn to and recognize the new owner or superior lessor such Successor Landlord as Tenant’s “landlord” 's Landlord under this Master Lease or enter into 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 new direct lease substantially in between the form of this Master Lease with the new owner or superior lessor, 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 take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be not: (i) be liable for any previous act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) be subject to any offset, abatement deficiency or reduction of rent because of any default of Landlord under this Master Lease occurring prior defense which theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iii) be bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one (1) month’s rent's Base Rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by such Facility the Superior Lessor or the Superior Mortgagee (through or by reason of which the Successor Landlord shall have succeeded to the extent such approval was 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 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; (vii) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of any Superior Mortgage and the execution of this Lease or any lien or judgment which may arise at the time of such amendment or modification or prepayment any item under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageethis Lease; or (ivviii) be liable for the return of any security deposit or other collateral deposited or delivered which was not actually transferred to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthe Successor Landlord.

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Leased Property Demised Premises, (b) the termination of any ground or any portion thereof underlying lease or (c) the purchase of the Demised Premises or Landlord's interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any mortgage or the purchase pursuant to a power of sale contained in any mortgage, then in any of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, events Tenant shall attorn to and recognize the new owner or superior lessor such succeeding party as Tenant’s “landlord” 's landlord under this Master Lease or enter into a new lease substantially in for the form balance then remaining of this Master Lease with the new owner or superior lessorTerm, and Tenant shall take promptly execute and deliver any instrument that such actions succeeding party may reasonably request to confirm evidence such attornment (provided that such attornment shall be self-operative). Notwithstanding the foregoing within ten (10) days after request; subordination set forth in Section 9.02 above, upon such attornment, this Lease shall continue in full force and (b) effect as a direct lease between such succeeding party and Tenant upon all of the new owner terms, conditions and covenants as are set forth in this Lease except the succeeding Landlord, who shall have succeeded by or superior lessor through the rights of the holder of any mortgage, shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (iii) nor be bound by any previous payment of Fixed Rent or Additional Rent prior to such lease termination or prior to such person's succession to title for more than one month in advance or by any amendment or modification or amendment to of this Master Lease or any previous prepayment waiver, compromise, release or discharge of more than one month’s rentany obligations of Tenant hereunder, unless such amendment, modification, amendment waiver, compromise, release, discharge or prepayment shall have been expressly approved in writing by such Facility Mortgagee (the holder of any mortgage through or by reason of which succeeding Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

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

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

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

Attornment. If In the event of (i) the termination of any ground lease of the Project or (ii) the purchase of the Premises or Landlord’s interest therein in the Leased Property a foreclosure sale or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or 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 exercise)events Tenant shall, or otherwise by operation of law: (a) at the request of such transferee or purchaser of Landlord’s interest, attorn to and option recognize the transferee or purchaser of the new owner Landlord’s interest or superior lessorground lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlordLandlord” under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new lease substantially direct Lease between such party, as “Landlord”, and Tenant, as “Tenant”, subject, however, to the provisions of Section 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 form same manner as notices are required to be sent pursuant to Section 24.14 below. Tenant will accept performance of any provision of this Master Lease by such Mortgagee as performance by, and with the new owner or superior lessorsame force and effect as though performed by, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for Landlord. If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period 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 no event be less than the period to which Landlord is entitled under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or otherwise, after similar notice, to effect such remedy and which reasonable period shall take into account such time as shall be required to institute and complete any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorforeclosure proceedings).

Attornment. If the holder of any ground lease, mortgage, deed of trust or security described above (or its successor-in-interest), enforces its remedies provided by law or under the pertinent mortgage, deed of trust or security instrument and succeeds to Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldPremises, conveyed or terminated Tenant shall, upon the exercise request of any remedy provided for in any Facility Mortgage Documents (or in lieu person succeeding to the interest of such exercise)lender as result of such enforcement, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize as its landlord and become the new owner Tenant of said successor-in-interest without change in the terms or superior lessor as Tenant’s “landlord” under other provisions of this Master Lease or enter into a new lease substantially in without the form execution of this Master Lease with the new owner or superior lessorany further instrument by Tenant, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor provided, however, that said successor-in-interest shall not be (i) bound by any payment of rent for more than thirty (30) days in advance, except prepayment in the nature of security for the performance by Tenant of its obligations under this Lease, (ii) liable for any act or omission of Landlord under this Master any previous landlord (including Landlord), provided that as Divco\Gateway/Tobira Lease occurring successor landlord it shall be obligated to cure any continuing default of the prior landlord of which it has received prior written notice and shall be liable for acts or omissions accruing or arising after such successor’s succession to such salethe position of landlord and commencement of control and management of the Property, conveyance or termination; (iiiii) subject to any offset, abatement defense, recoupment or reduction of rent because of any default of Landlord under this Master Lease occurring prior counterclaim that Tenant may have given to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rentlandlord (including Landlord), unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit that Tenant may have given to any previous landlord (including Landlord) that has not, as such, been transferred to said successor-in-interest. Within ten (10) days after receipt of request by said successor-in-interest, Tenant shall execute and deliver an instrument or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless instruments confirming such security deposit or other collateral has actually been delivered to attornment, including a non-disturbance, attornment and subordination agreement in a form reasonably required by any such new owner or superior lessorsuccessor-in-interest.

Attornment. If Landlord’s interest Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant's obligations hereunder in the Leased Property event any foreclosure proceeding is prosecuted or any portion thereof completed or in the event the Premises or Landlord's interest therein is soldtransferred by foreclosure, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure or otherwise. If this Lease is not extinguished upon any such exercise)transfer or by the transferee following such transfer, or otherwise by operation then, within five days of law: (a) at the a written request and option of the new owner or superior lessor, as the case may besuch transferee, Tenant shall attorn to such transferee and shall recognize such transferee as the new owner or superior lessor as Tenant’s “landlord” landlord under this Master Lease or enter into a new lease substantially in Lease. Tenant agrees that upon any such attornment, provided the form transferee is not an Affiliate of this Master Lease with the new owner or superior lessorLandlord, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor transferee shall not be (ia) 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, but only to the extent such prepayments have been delivered to such transferee, (b) bound by any amendment of this Lease made without the written consent of any Lender existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of Landlord under this Master Lease occurring any prior to such salelandlord, conveyance or termination; (iid) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord; provided, abatement or reduction of rent because of any default of Landlord however, that after succeeding to Landlord's interest under this Master Lease occurring prior Lease, such transferee shall agree to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved perform in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under accordance with the terms of this Lease all obligations of Landlord arising after the applicable Facility Mortgage Documentsdate of transfer. Within five (5) or, in the case days of a written request of such prepaymenttransferee, Tenant shall execute, acknowledge and deliver any reasonable document submitted to Tenant confirming such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.

Attornment. If Landlord’s interest Upon request of the holder of any note secured by a mortgage or deed of trust on the Building or Property, Exhibitor will agree in writing that no action taken by such holder to enforce said mortgage or deed of trust shall terminate this Agreement or invalidate or constitute a breach of any of the Leased provisions hereof and Exhibitor will attorn to such mortgagee or holder, or to any purchaser of the Property or Building, at any portion thereof foreclosure sale or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or sale in lieu of such exercise)foreclosure, or otherwise for the balance of the Term and on all other terms and conditions herein set forth. Exhibitor by operation of law: entering into this Agreement, covenants and agrees that (a) at upon the request and option written direction of the new owner or superior lessor, as the case may be, Tenant Lender it shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” pay all rents arising under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take Agreement as directed by such actions to confirm the foregoing within ten (10) days after requestLender; and (b) in the new owner event such Xxxxxx enforces its rights under the mortgage or superior lessor deed of trust due to a default by Show Management, and this Agreement is not extinguished by a foreclosure of the mortgage or deed of trust. Exhibitor will, upon request of any person succeeding to the interest of Show Management in the Property (“successor in interest”) as the result of said enforcement, automatically attorn to such successor in interest, without any change in terms or other provisions of this Agreement; provided, however, that said successor in interest shall not be be: (i) liable for any previous act or omission of Landlord any prior landlord, including Show Management, under this Master Lease occurring prior to such sale, conveyance or terminationAgreement; (ii) subject to bound by any offset, abatement or reduction payment of rent because or additional rent for more than one month in advance, except payments in the nature of any default of Landlord under this Master Lease occurring prior security but only to the extent such payments have been delivered to such sale, conveyance or terminationsuccessor in interest; (iii) bound by any previous modification modifications to the Agreement (including any agreement providing to early termination or amendment to this Master Lease cancellation of the Agreement made without any requisite consent of the Lender or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved successor in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageeinterest; or (iv) liable bound by any covenant or obligation of Show Management to perform, undertake or complete any work in the Premises or to prepare it for occupancy; (v) bound by any obligation to make any payment to Exhibitor or to grant any credits, except for service, repairs, maintenance and restoration provided for under this Agreement to be performed by Show Management after the date of Exhibitor’s attornment; (vi) responsible for any funds, including security deposit deposits, owing to Exhibitor or other collateral deposited (vii) subject to any demands, claims, counterclaims, offsets or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessordefenses which Exhibitor might have against any prior landlord, including Show Management.

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

Attornment. If Landlord’s interest in In the Leased Property event that, by reason of the foreclosure of the mortgage for any reason or due to any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (a power of sale or as a result of the taking of a deed in lieu of foreclosure, mortgagee or any successor or assignee of mortgagee succeeds to the interest of the Landlord under this Lease, then upon receipt of notice from the mortgagee or such exercise)successor or assignee that it has succeeded to the rights of the Landlord under this Lease, Tenant hereby agrees to recognize mortgagee or otherwise by operation such successor or assignee as Tenant's landlord under this Lease and hereby agrees to attorn to mortgagee or such successor or assignee. Said attornment is to be effective and self-operative without the execution of lawany other instrument immediately upon mortgagee or any successor or assignee of mortgagee succeeding to the rights of the Landlord under the Lease, and this Lease shall continue 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) at 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 request and option consent of the new owner mortgagee or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner its successor or superior lessor as Tenant’s “landlord” assignee; (c) be personally liable under this Master Lease, and mortgagee's or its successor's or assignee's liability under the Lease shall be limited to the interest of mortgagee or enter into a new lease substantially its successor or assignee in the form Leased Premises; (d) be liable, except by way of set-off, for any act, omission, neglect, or default of any prior landlord under this Master Lease with including, without limitation, the new owner Landlord; and (e) be subject to any claims, credits, offsets, or superior lessordefenses which Tenant might have against any prior landlord under this Lease including, without limitation, the Landlord. Tenant agrees to execute and Tenant shall take such actions to confirm the foregoing deliver within ten (10) days after request; and (b) the new owner of Landlord's request or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (successor's request an attornment agreement certifying as to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, matters set forth in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorparagraph.

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

Attornment. If For the purposes of this Section, the term "Successor ---------- Landlord’s interest in " shall mean the Leased Property 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 portion thereof or interest therein is soldthird 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, conveyed or terminated upon assume Landlord's obligations under the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)Lease, or otherwise by operation of law: (a) at the request and option shall not disturb Tenant's quiet possession of the new owner or superior lessor, as the case may be, Premises. Tenant shall attorn to and recognize the new owner or superior lessor such Successor Landlord as Tenant’s “landlord” 's Landlord under this Master Lease or enter into 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 new direct lease substantially in between the form of this Master Lease with the new owner or superior lessor, 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 take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be not: (i) be liable for any previous act or omission of Landlord under this Master Lease occurring 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 to such sale, conveyance acts or terminationomissions within a reasonable period of time; (ii) be subject to any offset, abatement deficiency or reduction of rent because of any default of Landlord under this Master Lease occurring prior defense which theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iii) be bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one (1) month’s rent's Base Rent, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by such Facility 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 extent such approval was 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 recording of any Superior Mortgage and the execution of this Lease or any lien or judgment which may arise at the any time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageethis Lease; or (ivvi) be liable for the return of any security deposit or other collateral deposited or delivered which was not actually transferred to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthe Successor Landlord.

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

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

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

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

Attornment. If any mortgagee shall succeed to the rights of Landlord under this Lease or to ownership of the Demised Premises, whether through possession or foreclosure or the delivery of a deed to the Demised Premises, then, upon the written request of such mortgagee so succeeding to Landlord’s rights hereunder, Tenant shall attorn to and recognize such mortgagee as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that such mortgagee may reasonably request to evidence such attornment (whether before or after making of the mortgage). In the event of any other transfer of Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldhereunder, conveyed or terminated upon the exercise 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 remedy provided instrument that such transferee and Landlord may reasonably request to evidence such attornrnent. Reference is made to Section 20.6 for in the provisions regarding Landlord’s liability following such transfer of Landlord’s interest. It is further agreed that (a) if any Facility Mortgage Documents 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 such exerciseforeclosure), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (ix) liable for any act or omission of Landlord under this Master Lease occurring any prior to such salelandlord (including Landlord), conveyance or termination; (iiy) subject to any offsetoffsets or counterclaims which Tenant may have against a prior landlord (including Landlord), abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iiiz) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment Basic Rent or prepayment shall Additional Rent which Tenant may have been approved made in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms excess of the applicable Facility Mortgage Documentsamounts then due for the next succeeding month, (ii) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice liability of the Facility Mortgage and mortgagee or trustee hereunder or purchaser at such foreclosure sale or the identity and address liability of a subsequent owner designated as Landlord under this Lease shall exist only so long as such trustee, mortgagee, purchaser or owner of the Facility Mortgagee; Demised Premises and such liability shall not continue or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsurvive after further transfer of ownership.

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Leased Property Building, (b) the termination of any ground or any portion thereof underlying lease of the Building or the Land, or both, or (c) the purchase or other acquisition of the Building or Landlord's interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (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 exercise)events Tenant shall, or otherwise by operation of law: (a) at the request of Landlord or Landlord's successor in interest, attorn to and option recognize the transferee or purchaser of Landlord's interest or the new owner lessor under the terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially in the form of this Master Lease with the new owner or superior between such Person, as "Landlord," and Tenant, as "Tenant," except that such lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner transferee or superior lessor purchaser shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior before such lease termination or before such Person's succession to such saletitle, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior counterclaim accruing before such lease termination or before such Person's succession to such saletitle, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Charges before such lease termination or before such Person's succession to this Master Lease or any previous prepayment of title for more than one month’s rentmonth in advance. Tenant shall, unless such modification, amendment within ten days after request by Landlord or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at transferee or purchaser of Landlord's interest or the time of such amendment or modification or prepayment lessor under the terms 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 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 applicable Facility Mortgage Documents) or, in termination of any such ground or underlying lease or the case completion of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage foreclosure and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsale.

Attornment. If Landlord’s interest Tenant covenants and agrees that, if by reason of default ---------- under any mortgage which may now or hereafter affect the Premises, including, without limitation, the Mortgage and Security Agreement dated as of March 29, 1990, between the owner of the Premises hereunder or a successor in title or interest, as Mortgagor, and Kansallis-Osake-Pankki, New York Branch, as Mortgagee, and any amendments, supplements or modifications thereof (the "Mortgage"), the mortgagee thereunder enters into and becomes possessed of the mortgaged property of which the Premises form a part either through possession or foreclosure action or proceeding, or in the Leased Property event of the sale of the said action or any portion thereof proceeding, or interest therein is sold, conveyed or terminated upon in the exercise event of the sale of the said mortgaged property as a result of any remedy provided for in any Facility Mortgage Documents (action or proceeding to foreclose said mortgage or as a result of a conveyance in lieu of foreclosure, the Tenant will attorn to the mortgagee or such exercise)then owner as its Landlord under this Lease, unless the mortgagee or otherwise by operation such then owner shall elect to terminate this Lease and the rights of law: (a) the Tenant hereunder. The Tenant agrees to execute and deliver, at any time and from time to time, upon the request and option of the new mortgagee or the then owner of the mortgaged property, any instrument which may be necessary or superior lessorappropriate to evidence such attornment and the Tenant hereby appoints the mortgagee or the then owner of the Premises the attorney-in-fact, as irrevocable, of the case Tenant to execute and deliver for and on behalf of the Tenant any such instrument. The Tenant further waives the provision of any statute or rule of law now or hereafter in effect which may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under terminate this Master Lease or enter into a new lease substantially to surrender possession of the Premises in the form event of this Master Lease with foreclosure or any proceeding is brought by the new owner or superior lessormortgagee under any such mortgage to terminate the same, and agrees that unless and until the mortgagee, in connection with any such proceeding, shall elect to terminate this Lease and the rights of the Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor hereunder, this Lease shall not be (i) liable for affected in any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound way whatsoever by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorproceeding.

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

Attornment. If Landlord’s interest in Tenant agrees to attorn to and recognize as its landlord under the Leased Lease each party acquiring legal title to the Property by foreclosure (whether judicial or any portion thereof or interest therein is soldnonjudicial) of the Security Instrument, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in deed-in-lieu of such exercise)foreclosure, or other sale in connection with enforcement of the Security Instrument or otherwise by operation in satisfaction of lawthe underlying loan (“Successor Owner”). Provided that the conditions set forth in Section 2 above are met at the time Successor Owner becomes owner of the Property, Successor Owner shall perform all obligations of the landlord under the Lease arising from and after the date title to the Property was transferred to Successor Owner. In no event, however, will any Successor Owner be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any default, act or omission of Landlord any prior landlord under this Master the Lease occurring prior (except that Successor Owner shall not be relieved from the obligation to cure any defaults which are non-monetary and continuing in nature, and such salethat Successor Owner’s failure to cure would constitute a continuing default under the Lease; for the avoidance of doubt, conveyance or terminationdefaults which are non-monetary include repair and maintenance defaults even though curing such defaults may require the expenditure of money); (iib) subject to any offsetoffset or defense which Tenant may have against any prior landlord under the Lease; provided, abatement or reduction however, that Tenant shall retain the right to offset (i) to the extent expressly set forth in Section X of rent because the Fifth Amendment and the Work Letter attached as Exhibit B to the Fifth Amendment (such rights referred to hereinafter, together, as, “Right of any default Set-Off”) provided that (x) Tenant has provided Lender with copies of all notices and information required to be sent to Landlord under this Master Lease occurring prior Section X and Exhibit B of the Fifth Amendment, and (y) in no event will Lender or Successor Owner be subject to such salean aggregate Right of Set-Off in excess of $1,000,000 and (ii) which arise after Successor Owner has acquired legal title to the Property and/or which are non-monetary and continuing as of the date EXHIBIT B, conveyance or terminationFIFTH AMENDMENT Successor Owner acquires legal title to the Property and can be cured but remain uncured beyond Successor Owner’s applicable cure period; (iiic) bound by any previous payment of rent or additional rent made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (supplement to the extent such approval was required at the time Lease, or waiver of such amendment Lease terms, which revise Tenant’s or modification or prepayment Landlord’s monetary obligations under the terms Lease, modifies the term of the applicable Facility Mortgage Documents) orLease, the parties’ termination rights or the description of the Leased Space (expect for those modifications to the description of the Leased Space set forth in the case of such prepayment, such prepayment of rent has actually been delivered Fifth Amendment to such new owner or superior lessor or include the Expansion Space (as defined in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeFifth Amendment)) made without Lender’s written consent thereto; or (ive) liable for the return of any security deposit or other collateral deposited prepaid charge paid by Tenant under the Lease, except to the extent such amounts were actually received by Lender; (f) liable or delivered bound by any right of first refusal or option to Landlord purchase all or any portion of the Property; or (g) liable for construction, completion or payment to Tenant for any improvements to the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising); provided, however, that Tenant shall retain the Right of Set-Off set forth in clause 3(b) above and, provided further, that this clause (g) shall in no way modify, limit or impair any obligation of Successor Owner to perform maintenance and repair obligations to existing improvements and provided further, that if Successor Owner fails to perform any such maintenance and repair obligations, then Tenant shall have all rights and remedies available to it in the Lease, at law, and in equity. Although the foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Master Lease unless Agreement, such security deposit or other collateral has actually been delivered liability shall be limited to such new owner or superior lessorSuccessor Owner’s interest in the Property.

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

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

Attornment. If Landlord’s the interest in of the Leased Property Landlord shall be transferred to the Lender or any portion thereof other person by reason of the Lender's exercise of any of its rights or interest therein is soldremedies under the Loan Documents, conveyed or terminated upon including, without limitation, the exercise of any remedy provided for in any Facility Mortgage Documents (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 exerciseother persons being hereinafter referred to as a "Purchaser"), and the Lender or otherwise by operation of law: (a) at such Purchaser succeeds to the request and option interest of the new owner or superior lessorLender in the Mortgaged Property, as the case may be, Tenant shall be bound to the Lender or such Purchaser, and the Lender or such Purchaser shall be bound to the Tenant under all of the terms, covenants, conditions and warranties under the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option granted in the Lease, with the same force and effect as if the Lender or such Purchaser were the Landlord under the Lease, and the Tenant does hereby attorn to the Lender or such 2 118 Purchaser as its landlord, said attornment to be effective and recognize self-operative without the new owner execution of any further instruments on the part of any parties hereto immediately upon the Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such Purchaser succeeding to the interest of the Landlord in the form Mortgaged Property. Without limiting the foregoing, within fifteen (15) business days after written request by the Lender or such Purchaser, the Tenant agrees to execute and deliver to the Lender or such person, any instrument of this Master Lease with further assurance reasonably requested by the new owner Lender or superior lessorsuch Person to confirm and acknowledge such attornment. Notwithstanding anything to the contrary contained herein, and the Tenant shall take such actions be under no obligation to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of pay rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (other charges due under the Lease to the extent Lender or such approval was required at Purchaser until the time Tenant receives written notice from the Lender or such Purchaser that it has succeeded to the interest of such amendment the Landlord in the Mortgaged Property (or modification or prepayment that the Lender has exercised its rights under the terms Deed of the applicable Facility Mortgage DocumentsTrust) or, in the case of and directing where such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorshould be delivered.

Attornment. If Landlord’s interest If, and so long as this Lease is in full force and effect, then at the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon option of the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of lawmortgagee: (a) at the request and option of the new owner or superior lessorthis Lease shall remain in full force, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be notwithstanding (i) liable for any act or omission 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 Master Lease occurring prior to such saleLease, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit bankruptcy or other collateral deposited or delivered similar proceedings with respect to Landlord pursuant to this Master Lease unless Landlord, (b) if any such security deposit or other collateral has actually been delivered mortgagee shall become possessed of the Premises, Tenant shall be obligated to such new owner mortgagee to pay to it the rentals and other charges due hereunder and to thereafter comply with all the terms of this Lease, and (c) if any mortgagee or superior lessorpurchaser, at a private or public sale shall become possessed of the Premises, Tenant shall, without charge, attorn to such mortgagee or purchaser as its landlord under this Lease. 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 enter the Premises for the purpose of correcting or remedying such default, and Tenant agrees to accept performance by such mortgagee or trustee in lieu of performance by Landlord. Tenant further agrees that, 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 default by Landlord under the Lease. Notwithstanding any provision of this Lease, Tenant agrees that no termination of the Lease or abatement or reduction or rent or any other amounts under this Lease shall be effective unless and 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 default.

Attornment. If Subject to the provisions contained in this Section ---------- 15, in the event of (a) a transfer of Landlord’s 's interest in the Leased Property Premises, (b) the termination of any ground or any portion thereof underlying lease of the entire Building and/or underlying land, or (c) the purchase of the Building or Landlord's interest therein is sold, conveyed at a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (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 exercise)events, Tenant shall, at Landlord's request, attorn to and recognize the transferee or otherwise by operation purchaser of law: (a) at Landlord's interest or the request and option of landlord under the new owner terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” landlord under this Master Lease for the balance then remaining of the Term, and thereafter this Lease shall continue as a direct lease between such person, as "Landlord", and Tenant, as "Tenant", but such landlord, transferee or enter into a new lease substantially in the form purchaser, unless an express assumption of this Master Lease with the new owner is made by such landlord, transferee or superior lessorpurchaser, and Tenant in which case Landlord shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor be released from liability, shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Charges prior to this Master Lease such lease termination or any previous prepayment of prior to such person's succession to title for more than one month’s rentmonth in advance. Tenant agrees that, unless such modificationwithin twenty (20) days after written request therefor from Landlord, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (it will, from time to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) ortime, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage execute and the identity and address of the Facility Mortgagee; or (iv) liable for deliver any security deposit instrument or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit document required by any mortgagee, transferee, purchaser or other collateral has actually been delivered interested person to confirm such new owner or superior lessorattornment and/or such obligation to attorn.

Attornment. If Landlord’s interest in In the event of the purchase or other acquisition of the Leased Property Premises or any portion thereof or Landlord's interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise by deed in lieu of foreclosure under any remedy provided for Facility Mortgage or pursuant to a power of sale contained in any Facility Mortgage Documents (or Mortgage, then in lieu any of such exercise)events Tenant shall, or otherwise by operation of law: (a) at the request and option of the new owner Landlord or superior lessorLandlord's successor in interest, as the case may be, Tenant shall attorn to and recognize the new owner transferee or superior purchaser of Landlord's interest, as the lessor as Tenant’s “landlord” under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially in the form of this Master Lease with the new owner or superior between such Person, as "Landlord", and Tenant, as "Tenant," except that such lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner transferee or superior lessor purchaser shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior before such lease termination or before such Person's succession to such saletitle, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior counterclaim accruing before such lease termination or before such Person's succession to such saletitle, conveyance or termination; (iii) nor be bound by any previous modification payment of Rent before such lease termination or amendment before such Person's succession to this Master Lease or any previous prepayment of title for more than one month’s rentmonth in advance. Tenant shall, unless such modificationwithin ten (10) Business Days after request by Landlord or the transferee or purchaser of Landlord's interest 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 give Tenant any right to terminate or otherwise adversely affect this Lease, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time obligations of such amendment Tenant hereunder, upon or modification or prepayment under the terms as a result of the applicable Facility Mortgage Documents) or, in the case completion of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage foreclosure and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsale.

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

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

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

Attornment. If LandlordNotwithstanding 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 Premises and to any party acquiring title to the Premises by judicial foreclosure, trustee’s interest in the Leased Property sale, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or deed in lieu of such exercise)foreclosure, and to any ground or otherwise by operation of law: (a) at the request and option of the new owner or superior master lessor, as the case may besuccessor to Landlord hereunder, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) to execute any Attornment agreement reasonably requested by a mortgagee, beneficiary, ground or master lessor, or party so acquiring title to the new owner Premises, and (c) that this Lease, subject to the rights under any outstanding non-disturbance agreement, at the option of such mortgagee, beneficiary, or superior 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 22 of this Lease before Tenant pursues any remedies, and 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 (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification payment of rent or amendment to this Master Lease or any previous prepayment of additional rent for more than one month’s rent, unless such modification, amendment or prepayment shall have been approved two (2) months in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessoradvance.

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

Attornment. If In the event of (a) a transfer of Landlord’s interest in the Leased Property Premises, (b) the termination of any ground or any portion thereof underlying lease of the Building and/or underlying land, or (c) the purchase of the Building or Landlord’s interest therein is sold, conveyed at a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (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 exercise)events, or otherwise by operation of law: (a) at Tenant shall, subject to the request and option terms of the new owner applicable SNDA, at Landlord’s request, attorn to and recognize the transferee or superior lessorpurchaser of Landlord’s interest or the landlord under the terminated ground or underlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” landlord under this Master Lease or enter into a new lease substantially in for the form balance then remaining of this Master Lease with the new owner or superior lessorTerm, and Tenant thereafter this Lease shall take continue as a direct lease between such actions to confirm the foregoing within ten (10) days after request; person, as “Landlord”, and (b) the new owner Tenant, as “Tenant”, but such landlord, transferee or superior lessor purchaser, unless an express assumption is made in which case Landlord shall be released from liability, shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person’s succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such salelease termination or prior to such person’s succession to title, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Rent prior to this Master Lease such lease termination or any previous prepayment of prior to such person’s succession to title for more than one month’s rentmonth in advance. Tenant agrees that, unless such modificationwithin ten (10) days after written request therefor from Landlord, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (it will, from time to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) ortime, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage execute and the identity and address of the Facility Mortgagee; or (iv) liable for deliver any security deposit instrument or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit document reasonably required by any mortgagee, transferee, purchaser or other collateral has actually been delivered interested person to confirm such new owner or superior lessorattornment and/or such obligation to attorn.

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

Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Leased Property Premises, (b) the termination of any ground or any portion thereof underlying lease of the Building or the land on which it is constructed, or both, or (c) the purchase of the Building or Landlord's interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (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 exercise)events Tenant shall, upon demand by the owner of the Building or the land on which it is constructed, or otherwise by operation both, attorn to and recognize the transferee or purchaser of law: (a) at Landlord's interest or the request and option of lessor under the new owner terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially in the form of this Master Lease with the new owner or superior between such person, as "Landlord," and Tenant, as "Tenant," except that such lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner transferee or superior lessor purchaser shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such salelease termination or prior to such person's succession to title, conveyance or termination; (iii) nor be bound by any previous modification payment of Basic Rent or amendment Additional Charges prior to this Master Lease such lease termination or any previous prepayment of prior to such person's succession to title for more than one month’s rent(1) month in advance. Tenant shall, unless such modification, amendment upon request by Landlord or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at transferee or purchaser of Landlord's interest or the time of such amendment or modification or prepayment 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 instrument 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. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to 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 applicable Facility Mortgage Documents) or, in termination of any such ground or underlying lease or the case completion of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage foreclosure and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorsale.

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

Attornment. If Landlord’s interest in In the Leased Property event of foreclosure of or any portion thereof other execution on the Security Instrument or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or conveyance in lieu of such exercise)foreclosure, which foreclosure, execution or otherwise by operation of law: (a) at conveyance occurs prior to the request and option expiration date of the new owner Lease, including any extensions and renewals of the Lease now provided thereunder, it is agreed that notwithstanding the subordination of the Lease provided for herein, Tenant shall attorn to Lender or superior lessorPurchaser and recognize 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, in full force and effect as a direct lease 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 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 authorizes Tenant shall attorn to make such rent payments directly to Lender or Purchaser and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and waives all claims against Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act sums so paid at Lender’s or omission Purchaser’s request and direction. Such attornment as provided herein shall be self-operative without further aid or execution of further instruments by parties to this Agreement, immediately upon Lender or Purchaser succeeding to the interest of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.

Attornment. If In the event that Landlord transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of an Encumbrance to which this Lease is subordinated (i) Tenant shall, subject to the non-disturbance provisions of Section 20.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of such new owner, this Lease shall automatically become a new Lease between Tenant and such new owner, upon all of the terms and conditions hereof, for the remainder of the term hereof, and (ii) Landlord shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldobligations hereunder, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of except that such exercise), or otherwise by operation of lawnew owner shall not: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease any prior landlord or with respect to events occurring prior to such sale, conveyance or terminationacquisition of ownership; (iib) be subject to any offset, abatement offsets or reduction of rent because of defenses which tenant might have against any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationlandlord; (iiic) be bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivd) be liable for the return of any security deposit paid to any prior landlord. Tenant waives its right under any current or other collateral deposited future law which gives or delivered purports to Landlord pursuant give Tenant any right to terminate or otherwise adversely affect this Master Lease unless such security deposit as a result of any sale of the Premises or other collateral has actually been delivered to such new owner the foreclosure or superior lessortermination of any Encumbrance.

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

Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to Section 41 hereof for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessorLease, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which, such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.

Attornment. If any Mortgagee or designee of Mortgagee or other purchaser at foreclosure or any grantee in a deed in lieu of foreclosure succeeds to Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldBuilding, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)then, or otherwise by operation of law: (a) at the request and option of the new owner such Mortgagee, designee, purchaser or superior lessor, as the case may begrantee, Tenant shall attorn to and recognize the new owner such Mortgagee, designee, purchaser or superior lessor as Tenant’s “landlord” under this Master Lease grantee, but such Mortgagee, designee, purchaser or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten grantee (10a) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to the conveyance of title to such saleMortgagee, conveyance designee, purchaser or termination; grantee, (iib) shall not be subject to any offset, abatement defense or reduction counterclaim accruing prior to such conveyance, (c) shall not be bound by any payment prior to such conveyance of rent because for more than one month in advance (except prepayments in the nature of security for the performance by Tenant of its obligations hereunder which security is actually transferred to the Mortgagee or its designee or such purchaser or grantee), (d) shall not be bound by any default covenant to perform (including, without limitation, any covenant to complete) any renovation or construction in the Premises or to pay any sums to Tenant in connection therewith, in either case arising or accruing prior to the date of such conveyance of Landlord’s interest, (e) shall be liable for the performance of the other obligations of Landlord under this Master Lease occurring prior to only during the period such saleMortgagee, conveyance designee, purchaser or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless grantee shall hold such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, interest in the case of such prepayment, such prepayment of rent has actually been delivered Building and (f) shall not be required to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable account for any security deposit or other collateral deposited or unless the same is actually delivered to Landlord pursuant the Mortgagee or its designee or such purchaser or grantee. All present and future Mortgagees are intended to be, and may enforce the provisions of this Master Lease unless such security deposit Section as, third party beneficiaries, before or other collateral has actually been delivered to such new owner or superior lessorafter foreclosure of the Mortgage held by it.