Common use of Attornment Clause in Contracts

Attornment. If the interests of Lessor in and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If the interests of Lessor in and Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Demised Premises are owned by Mortgagee Building by reason of the termination of any deed-in-lieu superior lease or the foreclosure of foreclosureany superior mortgage or deed of trust, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Successor Landlord were the Lessor landlord under the Lease; , and Lessee does hereby Tenant shall attorn to Mortgageeand recognize as Tenant's landlord under this Lease such Successor Landlord, as its lessorlandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon MortgageeSuccessor Landlord's succeeding to the interest of Lessor Landlord under the Lease; provided. Tenant shall, howeverupon demand, that Lessee execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be under have no further obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, Tenant with the same force and effect as if set forth in full hereinrespect thereto.

Attornment. If the interests of Lessor in and Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Demised Premises are owned by Mortgagee Building by reason of the termination of any deed-in-lieu superior lease or the foreclosure of foreclosureany superior mortgage or deed of trust, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Successor Landlord were the Lessor landlord under the Lease; , and Lessee does hereby Tenant shall attorn to Mortgageeand recognize as Tenant’s landlord under this Lease such Successor Landlord, as its lessorlandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's Successor Landlord’s succeeding to the interest of Lessor Landlord under the Lease; provided. Tenant shall, howeverupon demand, that Lessee execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be under have no further obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, Tenant with the same force and effect as if set forth in full hereinrespect thereto.

Attornment. If Lender and Tenant agree that upon the interests conveyance of Lessor in and to the Demised Premises are owned by Mortgagee Property by reason of any deed-in-the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosureforeclosure or otherwise, judicial foreclosure, sale pursuant to any power the Lease shall not be terminated or affected thereby (at the option of sale or other proceedings brought by it or by any other manner, including, the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but not limited to, Mortgagee's exercise of its rights under any assignment of leases shall continue in full force and rents, effect as a direct lease between the Transferee and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under Tenant upon all of the terms, covenants and conditions of set forth in the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby in that event, Tenant agrees to attorn to Mortgageethe Transferee and the Transferee shall accept such attornment, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee the provisions of the Mortgage and the Loan Agreement shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded govern with respect to the interest disposition of any casualty insurance proceeds or condemnation awards and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lessor Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or otherwise has (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale, (c) required to make any repairs to the right Property or to receive the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such sums are actually received by the Transferee, (g) bound by any payment of rents. The respective rights and obligations , 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 the Transferee or (ii) such prepayment shall have been expressly approved of Lessee and Mortgagee upon such attornmentby the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time the Transferee succeeded to Landlord’s interest or (j) bound by any assignment of the then remaining balance Lease or sublease of the term Property, or any portion thereof, made prior to the time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If Unless the Lease is terminated in accordance with Paragraph 1, if the interests of Lessor in and to the Demised Premises are owned by Mortgagee lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Agent takes possession of the Property pursuant to any power provisions of sale the Mortgage or other proceedings brought by it or by any other mannerthe Assignment of Rents, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee lessee thereunder shall be bound to Mortgagee the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee the Purchaser or Agent were the Lessor lessor under the Lease; , and Lessee Tenant, as lessee under the Lease, does hereby attorn to Mortgageethe Purchaser and Agent if it takes possession of the Property, as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor lessor under the Lease or otherwise has the right taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to receive time, execute and deliver such rentsreasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Lessee Purchaser, Agent and Mortgagee of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in this Agreement any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by referenceLandlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, with whether pursuant to the same force and effect as if assignment of rents set forth in full hereinthe Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.

Attornment. If Mortgagee hereby acknowledges and agrees that the interests of Lessor in and liens granted herein are subject to the Demised Premises rights of certain lessees under the Leases as disclosed in the Credit Agreement and will be subject to the rights of lessees under any Leases entered into by Mortgagor after the date hereof which are owned permitted as Permitted Real Estate Liens pursuant to the Credit Agreement, subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Mortgagee by reason of any deed-in-lieu of foreclosureits rights hereunder, judicial foreclosure, sale pursuant to nor shall any power of sale or other proceedings brought by it or by such tenant be in any other manner, including, but not limited to, Mortgagee's exercise way deprived of its rights under any assignment the applicable Lease except in accordance with the terms of leases and rents, and such Lease. In the event that Mortgagee succeeds to the interest of Lessor Mortgagor under the a Lease, Lessee such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Mortgagee or pursuant to the judgment of any court in an action to enforce the remedies provided for in this Mortgage shall be made subject to such Lease and the rights of such tenant expressly set forth thereunder. If Mortgagee succeeds to the interests of Mortgagor in and to the applicable leased premises or under such Lease or enters into possession of such leased premises, the Mortgagee, and such tenants, shall be bound to Mortgagee each other under all of the express terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect such Lease, as if the Mortgagee were was originally the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, Mortgagor as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinlessor thereunder.

Attornment. If Lender or any other subsequent purchaser of the interests Property shall become the owner of Lessor the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in and to the Demised Premises are owned by Mortgagee lieu of foreclosure or by reason of any deed-in-lieu other enforcement of foreclosure, judicial foreclosure, sale pursuant to any power of sale the Security Instrument (Lender or such other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentspurchaser being hereinafter referred as “Purchaser”), and Mortgagee succeeds 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, whereupon, subject to the interest observance and performance by Tenant of Lessor under all the Leaseterms, Lessee covenants and conditions of the Lease on the part of Tenant to be observed and performed, Purchaser shall be bound to Mortgagee recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee Purchaser were the Lessor lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding Lease subject to the interest terms of Lessor under the LeaseSection 4 of this Agreement; provided, however, that Lessee Purchaser shall be under no obligation not be: liable for any past act, omission, neglect, default or breach of representation or warranty of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to pay rent to Mortgagee until Lessee receives as a “Prior Landlord”), provided that so long as Purchaser has received written notice from Mortgagee that Mortgagee has succeeded and a reasonable opportunity to cure, the interest of the Lessor foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions that (i) existed as of the date Purchaser became the owner of the Property, and (ii) violate Purchaser’s obligations under the Lease; provided further, however, that the foregoing shall not obligate Purchaser for any damages arising from such past act, omission, neglect, default or otherwise has the right breach of representation or warranty of any Prior Landlord; subject to receive such rents. The respective rights and obligations any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Lessee and Mortgagee upon such attornment, Tenant against any Prior Landlord prior to the extent date upon which Purchaser shall become the owner of the then remaining balance Property; 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; bound by any obligation which may appear in the Lease to perform any improvement work to the Property; bound by any obligation which may appear in the Lease to pay any sum of money to Tenant; 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; 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, which consent will not be unreasonably withheld, conditioned or delayed, prior to the time Purchaser succeeded to Landlord’s interest; or responsible for the making of repairs in or to the Property in the case of damage or destruction to the Property or any part thereof due to fire or other casualty or by reason of condemnation unless Purchaser is obligated under the Lease to make such repairs and Purchaser receives insurance proceeds or condemnation awards sufficient to finance the completion of such repairs. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and are restricted to Purchaser’s interest in the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease Property and shall in this Agreement by reference, with the same force and effect as if set forth in full hereinno event exceed such interest.

Attornment. If the interests of Lessor in and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's ’s exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's ’s succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If the all or any Portion of Landlord's interests of Lessor in and to the Demised Premises are owned by Mortgagee hereunder shall be transferred voluntarily or by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it for enforcement of any mortgage or by other form of lien or financing on the Building or any other mannerpart thereof, includingTenant shall, but not limited toat the option of said transferee, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease such transferee ("Purchaser") for the balance of the term thereof remaining hereof remaining, and any extension thereof duly exercised by Lessee extensions or renewals hereof which may be effected in accordance with the terms and provisions hereof with the same force and effect as if Mortgagee the Purchaser were the Lessor Landlord under the this Lease; , and Lessee Tenant does hereby agree, at the option of Purchaser, to attorn to Mortgageethe Purchaser, including the mortgagee under any such mortgage if it be the Purchaser as its lessorLandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's Purchaser succeeding to the interest of Lessor Landlord under the this Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee Tenant and Mortgagee the Purchaser upon such attornment, to the extent of the then remaining balance of the term of the Leasethis Lease and any extensions and renewals hereof, shall be and are the same as now those set forth thereinherein. In the event of such transfer of Landlord's interests, it being Landlord shall be released and relieved from all liability and responsibility thereafter to Tenant under this Lease or otherwise and Landlord's successor shall become liable and responsible to Tenant in respect to all obligations of Landlord under this Lease accruing from and after the intention date of such transfer, including, without limitation, the parties hereto for this purpose to incorporate the Lease in this Agreement by referenceretention, with the same force disbursement and effect as return of any and all security deposits and advance rent, if set forth in full hereinany.

Attornment. If Tenant agrees that upon any termination of Landlord’s interest in the interests Premises, Tenant shall, upon request, attorn to the person or organization then holding title to the reversion of Lessor in the Premises (the “Successor”) and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentsall subsequent Successors, and Mortgagee succeeds shall pay to the interest Successor all of Lessor under the Leaserents and other monies required to be paid by Tenant hereunder and perform all of the other terms, Lessee covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall be bound so request from such Successor in writing, such Successor shall execute and deliver to Mortgagee under Tenant an instrument wherein such Successor agrees that as long as Tenant performs all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor this Lease, on Tenant’s part to be performed, Tenant’s possession under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to provisions of this Lease shall not be effective and self-operative, without disturbed by such Successor. In the execution of any further instruments on event that the part of any of the parties hereto, immediately upon Mortgagee's succeeding Mortgagee succeeds to the interest of Lessor under Landlord hereunder and is advised by its counsel that all or any portion of the Annual Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease; provided. Tenant shall execute all documents necessary to effect any such amendment within ten (10) days after written request from Mortgagee, howeveras landlord, provided that Lessee in no event shall be such amendment increase Tenant’s payment obligations or other liability under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the this Lease or otherwise has the right to receive such rents. The respective rights and reduce Landlord’s obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinhereunder.

Attornment. If the interests of Lessor in and to the Demised Premises are become owned by Mortgagee Beneficiary or another Purchaser by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power non-judicial foreclosure by the trustee under the Deed of sale or Trust, other proceedings brought by it Beneficiary or Purchaser or by any other manner, including, but not limited to, MortgageeBeneficiary's exercise of its rights under any assignment collateral assignment(s) of leases and rents, and Mortgagee whereby Purchaser succeeds to the interest of the Lessor under the Lease, Lessee shall be bound to Mortgagee under Purchaser in accordance with all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee Purchaser were the Lessor lessor under the Lease; and . Lessee does hereby attorn to MortgageePurchaser, as its lessor, said which attornment to shall be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon MortgageePurchaser's succeeding to the interest of the Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee Purchaser until Lessee receives written notice from Mortgagee Purchaser that Mortgagee it has succeeded to the interest of the Lessor under the Lease, and upon receipt of such notice, Lessee shall pay to Purchaser all rental and other payments required under the Lease or otherwise has for the right duration of the term of the Lease and any extensions thereof duly exercised by Lessee and lessor hereby consents to receive such rentspayments. The respective rights and obligations of Lessee and Mortgagee Purchaser upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any extension thereof duly exercised, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if expressly set forth in full herein.

Attornment. If the interests of Lessor in and Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Demised Premises are owned by Mortgagee Building by reason of the termination of any deed-in-lieu superior lease or the foreclosure of foreclosureany superior mortgage or deed of trust, judicial foreclosure, sale pursuant to any power of sale and if such superior Mortgagee or other proceedings brought by it purchaser or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds person taking title to the interest of Lessor under the LeaseBuilding shall not disturb Tenant, Lessee Tenant shall be bound to Mortgagee such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Successor Landlord were the Lessor landlord under the Lease; , and Lessee does hereby Tenant shall attorn to Mortgageeand recognize as Tenant's landlord under this Lease such Successor Landlord, as its lessorlandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon MortgageeSuccessor Landlord's succeeding to the interest of Lessor Landlord under the Lease; provided. Tenant shall, howeverupon demand, that Lessee execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a commercially reasonable Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement if such form is commercially reasonable. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be under have no further obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, Tenant with the same force and effect as if set forth in full hereinrespect thereto.

Attornment. If Tenant agrees that upon any termination of Landlord’s interest in the interests Premises, Tenant shall, upon request, attorn to the person or organization then holding title to the reversion of Lessor in the Premises (the “Successor”) and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentsall subsequent Successors, and Mortgagee succeeds shall pay to the interest Successor all of Lessor under the Leaserents and other monies required to be paid by Tenant hereunder and perform all of the other terms, Lessee covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall be bound so request from such Successor in writing, such Successor shall execute and deliver to Mortgagee under Tenant an instrument wherein such Successor agrees that as long as Tenant performs all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor this Lease, on Tenant’s part to be performed, Tenant’s possession under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to provisions of this Lease shall not be effective and self-operative, without disturbed by such Successor. In the execution of any further instruments on event that the part of any of the parties hereto, immediately upon Mortgagee's succeeding Mortgagee succeeds to the interest of Lessor under Landlord hereunder and is advised by its counsel that all or any portion of the Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease; provided. Tenant shall execute all documents necessary to effect any such amendment within ten (10) days after written request from Mortgagee, howeveras landlord, provided that Lessee in no event shall be such amendment increase Tenant’s payment obligations or other liability under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the this Lease or otherwise has the right to receive such rents. The respective reduce Tenant’s rights and or Landlord’s obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinhereunder.

Attornment. If Tenant agrees that upon any termination of Landlord’s interest in the interests Premises, Tenant shall, upon request, attorn to the person or organization then holding title to the reversion of Lessor in the Premises (the “Successor”) and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentsall subsequent Successors, and Mortgagee succeeds shall pay to the interest Successor all of Lessor under the Leaserents and other monies required to be paid by Tenant hereunder and perform all of the other terms, Lessee covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall be bound so request from such Successor in writing, such Successor shall execute and deliver to Mortgagee under Tenant an instrument wherein such Successor agrees that as long as Tenant performs all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor this Lease, on Tenant’s part to be performed, Tenant’s possession under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to provisions of this Lease shall not be effective and self-operative, without disturbed by such Successor. In the execution of any further instruments on event that the part of any of the parties hereto, immediately upon Mortgagee's succeeding Mortgagee succeeds to the interest of Lessor under Landlord hereunder and is advised by its counsel that all or any portion of the Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease; provided. Tenant shall execute all documents necessary to effect any such amendment within ten (10) days after written request from Mortgagee, howeveras landlord, provided that Lessee in no event shall be such amendment increase Tenant’s payment obligations or other liability under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the this Lease or otherwise has the right to receive such rents. The respective rights and reduce Landlord’s obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinhereunder.

Attornment. If the interests of Lessor in and to the Demised Premises are become owned by Mortgagee Beneficiary or another Purchaser by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power non-judicial foreclosure by the trustee under the Deed of sale or Trust, other proceedings brought by it Beneficiary or Purchaser or by any other manner, including, but not limited to, Mortgagee's Beneficiary’s exercise of its rights under any assignment collateral assignment(s) of leases and rents, and Mortgagee whereby Purchaser succeeds to the interest of the Lessor under the Lease, Lessee shall be bound to Mortgagee under Purchaser in accordance with all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee Purchaser were the Lessor lessor under the Lease; and . Lessee does hereby attorn to MortgageePurchaser, as its lessor, said which attornment to shall be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's Purchaser’s succeeding to the interest of the Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee Purchaser until Lessee receives written notice from Mortgagee Purchaser that Mortgagee it has succeeded to the interest of the Lessor under the Lease, and upon receipt of such notice, Lessee shall pay to Purchaser all rental and other payments required under the Lease or otherwise has for the right to receive such rentsduration of the term of the Lease and any extensions thereof duly exercised by Lessee. The respective rights and obligations of Lessee and Mortgagee Purchaser upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any extension thereof duly exercised, shall be and are the same as now set forth therein, as hereby amended, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if expressly set forth in full herein.

Attornment. 18. If the interests of Lessor in and to the Demised Premises are owned by Mortgagee Landlord under this Lease shall be transferred voluntarily or by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it or by for enforcement of any other mannermortgage and/or ground lease on the Premises, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee under all of such transferee (herein sometimes called the terms, covenants and conditions of the Lease "Purchaser") for the remaining balance of the term thereof remaining Term, and any extension extensions or renewals thereof duly exercised by Lessee which may be effective in accordance with the terms and provisions hereof with the same force and effect as if Mortgagee the Purchaser were the Lessor Landlord under the this Lease; , and Lessee Tenant does hereby agree to attorn to Mortgageethe Purchaser, including the Mortgagee under any such mortgage and/or lessor under any such ground lease if it be the Purchaser, as its lessorLandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's Purchaser succeeding to the interest of Lessor Landlord under the this Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee Tenant and Mortgagee the Purchaser upon such attornment, to the extent of the then remaining balance of the term Term of the Leasethis Lease and any such extensions and renewals, shall be and are the same as now those set forth thereinherein. In the event of such transfer of Landlord's interests, it being the intention Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor by acceptance of rent from Tenant hereunder shall become liable and responsible to Tenant in respect in all obligations of the parties hereto for Landlord under this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinLease.

Attornment. A. If the interests of Lessor in shall be transferred to and to the Demised Premises are owned by Mortgagee Lender, its nominee or assignee or purchaser by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it in lieu of or pursuant to a foreclosure, or by any other manner, includingand Lender, but not limited toits nominee or assignee, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee or such purchaser succeeds to the interest of the Lessor under the Lease, Lessee shall be bound to Mortgagee Lender, its nominee, assignee or such purchaser, as applicable, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Lender, its nominee, assignee or such purchaser, as applicable, were the Lessor landlord under the Lease; , and Lessee does hereby attorn to MortgageeLender, or its nominee, assignee or purchaser, as the case may be, as its lessorlandlord, said attornment to be effective and self-operativeoperative immediately upon Lender, or its nominee, assignee or purchaser, as the case may be, succeeding to the interest of the Lessor under the Lease without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee Lender, or its nominee, assignee or purchaser, as the case may be, by reason of such attornment until Lessee receives written notice from Mortgagee Lender, or its nominee, assignee or purchaser, as the case may be, that Mortgagee such party has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rentsLease. The respective rights and obligations of Lessee and Mortgagee Lender, or their respective nominees, assignees or purchasers, as the case may be, upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth therein, ; it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, reference with the same force and effect as if set forth in full at length herein.

Attornment. If For the interests purposes of Lessor in and to this Section, the Demised Premises are owned by term "Successor Lessor" shall mean the Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee if the same succeeds to the interest rights of Lessor under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any third party that succeeds to the Leaserights of Lessor under this Lease by virtue of having purchased the Premises or a part thereof at a foreclosure sale. At the request of a Successor Lessor and upon such Successor Lessor's written agreement to accept Lessee's attornment, and to not disturb Lessee's quiet possession of the Premises, Lessee shall be bound attorn to Mortgagee and recognize such Successor Lessor as Lessee's Lessor under this Lease and shall promptly execute and deliver any instrument that such Successor Lessor may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Successor Lessor and Lessee upon all of the terms, conditions and covenants and conditions of as are set forth in this Lease except that the Lease Successor Lessor shall not: (i) be liable for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest previous act or omission of Lessor under the this Lease; provided(ii) be subject to any offset, howeverdeficiency or defense which theretofore shall have accrued to Lessee against Lessor; or (iii) be bound by any previous modification of this Lease or by any previous prepayment of more than one (1) month's Rent, that Lessee unless such modification or prepayment shall be under no obligation to pay rent to have been expressly approved in writing by the Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has through or by reason of which the Successor Lessor shall have succeeded to the interest right of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the this Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If the interests of Lessor in and to the Demised Premises are owned by Mortgagee by reason of any deed-in-in- lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, ; Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof thereto duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; , and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If Liberty agrees that if the interests Agent, any of Lessor in and to the Demised Premises are owned by Mortgagee Lenders or a purchaser at a sheriff's sale (each a "Transferee") shall become the owner of the Liberty Leased Assets by reason of any deed-in-the foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosureforeclosure (or dation en paiement) (a "Transfer Event"), judicial foreclosureand provided that at such time the Sublease shall be in full force and effect and shall not have expired or been terminated, sale pursuant to any power of sale the Sublease shall not be terminated or other proceedings brought by it or by any other manner, includingaffected thereby, but not limited to, Mortgagee's exercise of its rights under any assignment of leases shall continue in full force and rents, effect as a direct sublease between Liberty and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under such Transferee upon all of the terms, covenants and conditions set forth in the Sublease. Upon such a Transfer Event, Liberty agrees to attorn to such Transferee as sublessor under the Sublease, and to be bound by and perform all of the Lease for obligations imposed by the balance Sublease on the sublessee thereunder. Also, upon such a Transfer Event, the Transferee will be bound by all of the term thereof remaining and any extension thereof duly exercised obligations imposed by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments Sublease on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Leasesublessor; provided, however, that Lessee such Transferee shall not be: (i) liable for any act or omission of Williams, provided that the foregoing shall not be under no deemed to relieve xxxx Xxxnsferee from the obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee perform any obligation of the sublessor under the Sublease which obligation (a) remains unperformed at the time that Mortgagee has succeeded such Transferee succeeds to the interest of the Lessor sublessor under the Lease Sublease and (b) is made known to Transferee and Transferee is provided notice and given the same opportunity to cure as afforded Williams under the Sublease; or otherwise has (ii) bound by any rent which Liberty xxxxx xxve paid under the right to receive Sublease for more than one month in advance, unless actually received by such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent Transferee; or (iii) bound by any amendment or modification of the then remaining balance of the term of the LeaseSublease that could have a material adverse affect on Agent's rights as a secured party; or (iv) subject to any offsets or defenses that Liberty might have against Williams (or any prior sublessor, shall be if applicable) unless Transferee hax xxxx xiven written notice thereof and are the same opportunity to cure as now set forth therein, it being afforded Williams under the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinSublease.

Attornment. If Unless otherwise agreed by Landlord under Section 13.04, Tenant shall insert in each sublease entered into after the interests date hereof provisions to the effect that (a) such sublease is subject and subordinate to all of Lessor in the terms and provisions of the applicable Lease (including this Agreement) and to the Demised Premises are owned by Mortgagee by reason rights of Landlord hereunder, (b) in the event such Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlords' option, attorn to Landlord and waive any right the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of such Lease (except that such waiver of a right of termination shall not be required in connection with an Operating Contract that is deemed a sublease for purposes of Section 13.04) (c) a concurrent copy of any deed-in-lieu notice of foreclosuredefault required or permitted to be given under the Sublease will be given to Landlord, judicial foreclosure(d) any amendment to said sublease to Landlord's prior consent in accordance with the provisions of Section 13.03 and Section 13.04, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentsas applicable, and Mortgagee succeeds to (e) in the interest of Lessor under event the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee sublessee receives a written notice from Mortgagee Landlord or Landlord's assignees, if any, stating that Mortgagee has succeeded Tenant is in default under such Lease, the sublessee shall thereafter be obligated to pay all rentals accruing under said sublease directly to the interest of party giving such notice, or as such party may direct. All rentals received from the Lessor under sublessee by Landlord or Landlord's assignees, if any, as the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Leasecase may be, shall be and are credit against the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement amounts owing by reference, with the same force and effect as if set forth in full hereinTenant under such Lease.

Attornment. If the interests of Lessor in and Landlord under the Lease shall be transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Demised Premises are owned by Mortgagee Building by reason of the termination of any deed-in-lieu superior lease or the foreclosure of foreclosureany superior mortgage or deed of trust, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Successor Landlord were the Lessor landlord under the Lease; , and Lessee does hereby Tenant shall attorn to Mortgageeand recognize as Tenant's landlord under this Lease such Successor Landlord, as its lessorlandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon MortgageeSuccessor Landlord's succeeding to the interest of Lessor Landlord under the Lease; provided. Tenant acknowledges that Landlord is (a) the assignee of the lessor's interest in that certain Ground Lease dated June 11, however1963 ("Existing Ground Lease") for the land underlying the Building, that Lessee and (b) the assignee of the lessee's interest in the Ground Lease. Upon expiration or termination of the Existing Ground Lease, Tenant will attorn to and continue to recognize Landlord as the landlord under this Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the adornment described in this Section 17.2. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be under have no further obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, Tenant with the same force and effect as if set forth in full hereinrespect thereto.

Attornment. If the interests of Lessor in and to the Demised Premises are owned by Mortgagee Landlord shall be transferred by reason of the exercise of the power of sale contained in the Mortgage and assignment of rents and leases (if applicable), or by any deed-in-foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosureforeclosure or such other proceeding, judicial foreclosure, sale or if Lender takes possession of the Property pursuant to any power provisions of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any the Mortgage and assignment of rents and leases and rentsthen, and Mortgagee succeeds to unless the interest Lease is terminated in accordance with the terms of Lessor under the LeaseLease or Paragraph 2 hereof, Lessee the Tenant thereunder shall be bound to Mortgagee the Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee the Purchaser or Lender were the Lessor lessor under the Lease; , and Lessee Tenant, as lessee under the Lease, does hereby attorn to Mortgageethe Purchaser and Lender if it takes possession of the Property, as its lessor, said lessor under the Lease. Such attornment to shall be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded succession by Purchaser to the interest of the Lessor under Landlord or the Lease taking of possession of the Property by Lender. Nevertheless, Tenant shall, from time to time, execute and deliver such instruments evidencing such attornment as Purchaser or otherwise has the right to receive such rentsLender may require. The respective rights and obligations of Lessee Purchaser, Lender and Mortgagee of the Tenant upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate in the Lease except as otherwise expressly provided in this Agreement by reference, with the same force and effect as if set forth in full hereinParagraph 2 hereof.

Attornment. If the interests of Lessor in and Mortgagee succeeds to the Demised Premises are owned by Mortgagee interest of Landlord in the ---------- Lease by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale dispossession or other proceedings brought by it Mortgagee, or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term Term thereof remaining and any extension extensions thereof duly exercised by Lessee effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee were the Lessor landlord under the Lease; , and Lessee Tenant does hereby attorn to Mortgagee, Mortgage as its lessor, said landlord. Such attornment to shall be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor Landlord under the Lease. In confirmation of such attornment, Tenant shall execute and deliver promptly any certificate or other instrument which Mortgagee may request; provided, however, that Lessee Tenant shall be under no obligation to pay rent to Mortgagee Minimum Rent, -------- Additional Rent or other sums payable under the Lease until Lessee Tenant receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor Landlord under the Lease or otherwise that Mortgagee has exercised any right under the right Mortgage to receive collect such rentspayments directly from Tenant. The respective rights and obligations of Lessee Tenant and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, attornment shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinthe Lease. Such attornment shall also extend to the successors and assigns of Landlord including Mortgagee and all future or successor mortgagees.

Attornment. If In the interests of event that Lessor in and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale sells or other proceedings brought by it assigns its interest or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Leaseestate absolutely, Lessee shall be bound to Mortgagee the purchaser or assignee who assumes all of Lessor’s obligations under this Lease in writing, and the purchaser or assignee shall be bound to Lessee, under all of the termscovenants, covenants terms and conditions of the this Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee Term with the same force and effect as if Mortgagee were such purchaser or assignee was the Lessor under the Lease; , and Lessee does hereby attorn attorns to Mortgagee, such purchaser or assignee as its lessorlandlord, said such attornment to be effective and self-operative, self- operative without the execution of any further instruments instrument on the part of any either of the parties hereto, hereto immediately upon Mortgagee's such purchaser’s or assignee’s succeeding to the interest or estate of Lessor. If Lessor under should grant, mortgage or assign its interest in the Lease; providedPremises for security purposes (a “Mortgage”) and such Mortgage is either: (1) foreclosed for any reason and Lessor’s interest or estate is sold as upon execution in the manner provided by law or (2) Lessor’s interest or estate is sold at public or private sale by the holder of the Mortgage (“Mortgagee”), however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded bound to the interest purchaser at such sale under all of the Lessor under covenants, terms and conditions of this Lease for the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the such term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, hereof remaining with the same force and effect as if set forth such purchaser was the Lessor under the Lease, with the purchaser also being similarly bound. Specifically, on receipt of a notice from Mortgagee that Rents should be paid to Mortgagee, Lessee shall pay all Rents to Mortgagee or its designee directly. If the Mortgagee succeeds to the interest of Xxxxxx‌ under the Lease, Mortgagee shall not be: (i) liable for any act or omission of Lessor or any prior landlord; (ii) liable for the return of any Security Amount unless such security has been delivered to Mortgagee by Lessor or is in full hereinan escrow fund available to Mortgagee; (iii) subject to any offsets or defenses that Lessee might have against any prior landlord (including Lessor); (iv) bound by any rent or additional rent that Lessee might have paid for more than the current month to any prior landlord (including Lessor) unless such rent or additional rent has been delivered to Mortgagee by Lessor or is in an escrow fund available to Lessor; (v) bound by any amendment, modification, or termination of the Lease made without Mortgagee’s consent (provided Lessee was given notice of such Mortgage and such Mortgagee’s address at least thirty (30) Days prior to entering into same and provided further that Mortgagee’s consent shall not be required for an amendment which documents the exercise of a right granted to Lessee hereunder, such as extension and expansion options); (vi) personally liable under the Lease, Mortgagee’s liability hereunder being limited to its interest in the Premises; or (vii) bound by any notice of termination given by Lessor to Lessee without Mortgagee’s prior written consent thereto (provided Lessee was given notice of such Mortgage and such Mortgagee’s address at least thirty (30) Days prior to giving same). If during the pendency of foreclosure proceedings or otherwise, there is appointed by the court a receiver for the property of which the Premises are a part, Lessee hereby attorns to the receiver as its landlord during the pendency of such foreclosure proceeding, such attornment to be effective and self-operative without the execution of any further instrument on the part of either party.

Attornment. If the interests interest of Lessor in and to the Demised Premises are owned by Mortgagee Landlord under this Lease shall be transferred voluntarily or by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it or by for enforcement of any other mannermortgage on the Building and the Leased Premises, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee under all of such transferee (herein called the terms, covenants and conditions of the Lease “Purchaser”) for the balance of the term thereof remaining Term hereof remaining, and any extension extensions or renewals thereof duly exercised by Lessee which may be effective in accordance with the terms and provisions hereof with the same force and effect as if Mortgagee the Purchaser were the Lessor Landlord under the this Lease; , and Lessee Tenant does hereby agree to attorn to Mortgageethe Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its lessorLandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's Purchaser succeeding to the interest of Lessor the Landlord under the this Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee Tenant and Mortgagee the Purchaser upon such attornment, to the extent of the then remaining balance of the term Term of this Lease are as those set forth herein. In the event of such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under the Lease or otherwise and Landlord’s successor by acceptance of rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of the Lease, shall be Landlord under this Lease.46 42 and are the same as now set forth therein, it being the intention of the parties hereto for this purpose delivered to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.Tenant

Attornment. If In the interests event of Lessor the sale or assignment of Landlord’s interest in and to the Demised Premises are owned by Mortgagee by reason Building, or in the event of any deed-in-lieu proceedings brought for the foreclosure of, or in the event of foreclosure, judicial foreclosure, sale pursuant to any exercise of the power of sale under any mortgage, or other proceedings brought security instrument made by it Landlord covering the Premises, Tenant shall attorn to the assignee or by purchaser and recognize such purchaser as Landlord under this Lease. Upon any other mannertermination, including, but not limited to, Mortgagee's exercise of its rights under any transfer or assignment of leases Landlord’s interest in the Premises, Tenant shall, attorn to the person or organization then holding title to the reversion of the Premises (the “Successor”) and rentsto all subsequent Successors, and shall pay to the Successor all of the rents and other monies required to be paid by Tenant hereunder and perform all of the other terms, covenants, conditions and obligations in this Lease contained, and such Successor shall, on or before such termination, transfer or assignment, execute and deliver to Tenant an instrument wherein such Successor agrees to assume the obligation of Landlord under this Lease and agrees that the tenancy of Tenant shall not be disturbed by such Successor. In the event that the Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under Landlord hereunder and is advised by its counsel that all or any portion of the terms, covenants and conditions Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as its lessorLandlord, said attornment shall have the right at any time, from time to be effective and self-operativetime, without the execution of any further instruments on the part of any to notify Tenant in writing of the parties hereto, immediately upon Mortgagee's succeeding required changes to the interest of Lessor Lease. Tenant shall execute all documents necessary to effect any such amendment within thirty (30) days after written request from Mortgagee, as Landlord, provided that in no event shall such amendment increase Tenant’s payment obligations or other liability under the this Lease; provided, however, that Lessee shall be materially adversely affect Tenant’s rights under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the this Lease or otherwise has the right to receive such rents. The respective rights and reduce Landlord’s obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinhereunder.

Attornment. If Mortgagee hereby acknowledges and agrees that the interests of Lessor in and liens granted herein are subject to the Demised Premises rights of certain lessees under the leases as disclosed in the Credit Agreement set forth on and will be subject to the rights of lessees under any Leases entered into by Mortgagor after the date hereof which are owned permitted as Permitted Liens pursuant to the Credit Agreement, subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Mortgagee by reason of any deed-in-lieu of foreclosureits rights hereunder, judicial foreclosure, sale pursuant to nor shall any power of sale or other proceedings brought by it or by such tenant be in any other manner, including, but not limited to, Mortgagee's exercise way deprived of its rights under any assignment the applicable Lease except in accordance with the terms of leases and rents, and such Lease. In the event that Mortgagee succeeds to the interest of Lessor Mortgagor under the a Lease, Lessee such Lease shall not be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect terminated or affected thereby except as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention and any sale of the parties hereto applicable leased premises by Mortgagee or pursuant to the judgment of any court in an action to enforce the remedies provided for this purpose to incorporate the Lease in this Agreement by reference, with Mortgage shall be made subject to such Lease and the same force and effect as if rights of such tenant expressly set forth in full herein.thereunder. If Mortgagee succeeds to the interests of

Attornment. If Subject to Section 3 above, if any Transfer of the interests of Lessor in Property should occur, Tenant shall and hereby does attorn to Purchaser, including Lender if it should be the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosurePurchaser, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to as the interest of Lessor landlord under the Lease, Lessee . Tenant shall be bound to Mortgagee Purchaser under all of the terms, covenants and conditions of the Lease for the balance of the Lease term thereof remaining and any extensions or renewals of it which may then or later be in effect under any validly exercised extension thereof duly exercised by Lessee or renewal option contained in the Lease, all with the same force and effect as if Mortgagee were Purchaser had been the Lessor original landlord under the Lease; and Lessee does hereby attorn , including the payment of all rent required to Mortgagee, as its lessor, said be made by Tenant pursuant to the terms of the Lease. This attornment to shall be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's Purchaser’s succeeding to the interest of Lessor the landlord under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives . Upon receipt by Tenant of written notice from Mortgagee Lender that Mortgagee Lender has succeeded elected to terminate the license granted to Borrower to collect rents, as provided in the Deed of Trust, and directing the payments of rents by Tenant to Lender, Tenant shall comply with such direction to pay and shall not be required to determine whether Borrower is in default under the Loan and/or the deed of Trust. To the extent that the Lease shall entitle Tenant to notice of any deed of trust, this agreement shall constitute such notice to Tenant with respect to the interest Deed of Trust and Tenant hereby waives notice of any and all renewals, modifications, extensions, substitutions, replacements, and/or consolidations of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations Deed of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinTrust.

Attornment. If (a) Lessee covenants and agrees that in the interests event of Lessor foreclosure of the Mortgage, whether by power of sale or by court action, or upon a transfer of the Property by conveyance in and to lieu of foreclosure (the Demised Premises are owned by Mortgagee by reason of any deed-in-purchaser at foreclosure or the transferee in lieu of foreclosure, judicial foreclosureincluding Mortgagee, sale pursuant to any power of sale if it is such purchaser or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentstransferee, and Mortgagee succeeds their successors and assigns, being herein called “Purchaser”), Lessee shall attorn to Purchaser as Lessee’s new Lessor, and agrees that the interest Lease shall continue in full force and effect as a direct lease between Lessee and Purchaser upon all of Lessor under the terms, covenants, conditions and agreements set forth in the Lease, Lessee and Purchaser shall be bound to Mortgagee Lessee under all of the terms, covenants and conditions of the Lease Lease, and Lessee shall have the same remedies against Purchaser for the balance breach of an agreement contained in the term thereof remaining and any extension thereof duly exercised by Lease that Lessee with the same force and effect as if Mortgagee were the Lessor might have had under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding Lease against Lessor if Purchaser had not succeeded to the interest of Lessor under the LeaseLessor; provided, however, that Lessee in no event shall be under no the Purchaser be: (a) liable for any act or omission of any previous Lessor (including Lessor), except for Lessor’s obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to fund the interest Allowance in accordance with Paragraph 2.6 of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term Exhibit “C” of the Lease; (b) subject to any offset, shall defense or counterclaim which Lessee might be and are entitled to assert against any previous Lessor (including Lessor), except as provided for in the same as now set forth therein, it being the intention Lease; (c) bound by any payment of more than one (1) month in advance; (d) bound by any amendment or modification of the parties hereto Lease hereafter made without the written consent of Mortgagee; or (e) liable for this purpose any deposit that Lessee may have given to incorporate the Lease in this Agreement by referenceany previous Lessor (including Lessor) which has not, with the same force and effect as if set forth in full hereinsuch, been transferred to Purchaser.

Attornment. If the interests of Lessor in and Landlord under the Lease shall be ---------- transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Demised Premises are owned by Mortgagee Building by reason of the termination of any deed-in-lieu superior lease or the foreclosure of foreclosureany superior mortgage or deed of trust, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Successor Landlord were the Lessor landlord under the Lease; , and Lessee does hereby Tenant shall attorn to Mortgageeand recognize as Tenant's landlord under this Lease such Successor Landlord, as its lessorlandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon MortgageeSuccessor Landlord's succeeding to the interest of Lessor Landlord under the Lease; provided. Tenant acknowledges that Landlord is (a) the assignee of the lessor's interest in that certain Ground Lease dated June 11, however1963 ("Existing Ground Lease") for the land underlying the Building, that Lessee and (b) the assignee of the lessee's interest in the Ground Lease. Upon expiration or termination of the Existing Ground Lease, Tenant will attorn to and continue to recognize Landlord as the landlord under this Lease. Tenant shall, within ten (10) business days after Landlord's written request, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.2. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be under have no further obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, Tenant with the same force and effect as if set forth in full hereinrespect thereto.

Attornment. A. If the interests of Lessor in shall be transferred to and to the Demised Premises are owned by Mortgagee Lender, its nominee or assignee or purchaser by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it in lieu of or pursuant to a foreclosure, or by any other manner, includingand Lender, but not limited toits nominee or assignee, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee or such purchaser succeeds to the interest of the Lessor under the Lease, Lessee shall be bound to Mortgagee Lender, its nominee, assignee or such purchaser, as applicable, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Lender, its nominee, assignee or such purchaser, as applicable, were the Lessor landlord under the Lease; , and Lessee does hereby attorn to MortgageeLender, or its nominee, assignee or purchaser, as the case may be, as its lessorlandlord, said attornment to be effective and self-operativeoperative immediately upon Lender, or its nominee, assignee or purchaser, as the case may be, succeeding to the interest of the Lessor under the Lease without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee Lender, or its nominee, assignee or purchaser, as the case may be, by reason of such attornment until Lessee Xxxxxx receives written notice from Mortgagee Xxxxxx, or its nominee, assignee or purchaser, as the case may be, that Mortgagee such party has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rentsLease. The respective rights and obligations of Lessee Xxxxxx and Mortgagee Lender, or their respective nominees, assignees or purchasers, as the case may be, upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are the same as now set forth therein, ; it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, reference with the same force and effect as if set forth in full at length herein.

Attornment. 18. If the interests of Lessor in and to the Demised Premises are owned by Mortgagee Landlord under this Lease shall be transferred voluntarily or by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it or by for enforcement of any other mannermortgage and/or ground lease on the Premises, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee under all of such transferee (herein sometimes called the terms, covenants and conditions of the Lease "Purchaser") for the remaining balance of the term thereof remaining Term, and any extension extensions or renewals thereof duly exercised by Lessee which may be effective in accordance with the terms and provisions hereof with the same force and effect as if Mortgagee the Purchaser were the Lessor Landlord under the this Lease; , and Lessee Tenant does hereby agree to attorn to Mortgageethe Purchaser, including the Mortgagee under any such mortgage and/or lessor under any such ground lease if it be the Purchaser, as its lessorLandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on upon the part of any of the parties hereto, immediately upon Mortgagee's Purchaser succeeding to the interest of Lessor Landlord under the this Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee Tenant and Mortgagee the Purchaser upon such attornment, to the extent of the then remaining balance of the term Term of the Leasethis Lease and any such extensions and renewals, shall be and are the same as now those set forth thereinherein. In the event of such transfer of Landlord's interests, it being the intention Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor by acceptance of rent from Tenant hereunder shall become liable and responsible to Tenant in respect in all obligations of the parties hereto for Landlord under this purpose to incorporate Lease effective as of the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereindate of such transfer.

Attornment. If Subject to the provisions of Paragraph 2 herein, if the interests of Lessor in and to the Demised Leased Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it or by any other manner, including, including (but not limited to, ) Mortgagee's exercise of its rights under any security interest covering, or any assignment of of, leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension or renewal thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease, provided, however, Mortgagee abides by all of the terms of the Lease, including Tenant's right to quiet enjoyment (to the extent such quiet enjoyment is provided under the Lease) ; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. In the event Lessor receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents, Lessor hereby consents to the payment of such rents to Mortgagee thereafter and releases Lessee from any liability to Lessor for any such rents so paid to Mortgagee, and Mortgagee agrees to indemnify, defend and hold Lessee harmless from any claim, including, without limitation, all reasonable expenses incurred by Tenant in connection therewith, asserted by Lessor for any such rents so paid to Mortgagee. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extension or renewal, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full at length herein.

Attornment. If Subject to Section 3 of this Agreement, the interests ---------- of Lessor in and to the Demised Premises Project are owned by Mortgagee by reason of any deed-in-in- lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If the interests interest of Lessor Landlord in the Property and to under the Demised Premises are owned ---------- Lease shall be acquired by Mortgagee Lender by reason of any deed-in-lieu foreclosure of foreclosure, judicial foreclosure, sale pursuant to any power of sale the Security Instrument or other proceedings brought by it or by any other manneract or proceeding(s) made or brought to enforce the rights of the Lender, including, but not limited to, Mortgagee's exercise by deed in lieu of its rights under foreclosure or as a result of any assignment of leases other means, then the Lease and rentsall terms therein, and Mortgagee succeeds to the interest rights of Lessor under Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated, or disturbed, except in accordance with the terms of the Lease, Lessee and Tenant shall be bound to Mortgagee Lender and Lender shall be bound to Tenant, subject to the terms hereof, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension renewals thereof duly exercised by Lessee with the same force and effect as if Mortgagee the Lender were the Lessor Landlord under the Lease; and Lessee does . In the event Lender acquires the interest of Landlord, Tenant hereby agrees to attorn to Mortgagee, Lender as its lessorlandlord, said attornment to be effective and self-operative, operative without the execution of any further other instruments on the part of any of the parties either party hereto, immediately upon Mortgagee's Lender succeeding to the interest of Lessor Landlord under the Lease; provided, however, that Lessee shall be under no obligation Lease with written notice of same being delivered to pay rent to Mortgagee until Lessee receives Tenant. Upon receipt by Tenant of said written notice from Mortgagee Lender that Mortgagee Lender has succeeded to the interest of Landlord under the Lessor Lease, Tenant will make all payments of monetary obligations due by Tenant under the Lease or otherwise has at the right address provided by Lender in the notice. Tenant agrees, however, upon the election of and written demand by Lender within sixty (60) days after Lender receives title to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornmentProperty, to the extent execute an instrument in confirmation of the then remaining balance of the term of the Leaseforegoing provisions, mutually satisfactory to Lender and Tenant, in which Lender and Tenant shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinacknowledge these agreements.

Attornment. If In the interests event of a termination or expiration of the Master Lease or rejection of the Master Lease by Lessor as debtor in possession or Lessor’s trustee in bankruptcy, Lessee shall have the right and, at the option of Master Lessor, shall be obligated to attorn to and recognize Master Lessor as Lessee’s lessor under this Lease, in either of which events this Lease shall continue in full force and effect as a direct lease between Lessee and Master Lessor, upon all the terms and conditions of this Lease (including without limitation any rights to extend the term of this Lease) inasmuch as Master Lessor has agreed in such event to recognize this Lease and the rights of Lessee hereunder and not to disturb the possession of Lessee in and to the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosurePremises, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to all in accordance with the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants terms and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the this Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said . Any such attornment to shall be effective and self-operative, operative as of the date of such termination or expiration of the Master Lease without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Leaseinstrument; provided, however, that upon the request of Master Lessor, Lessee shall execute and deliver any such instruments in recordable form as shall be satisfactory to Master Lessor to evidence such attornment. Such attornment shall provide Master Lessor with all rights of Lessor under this Lease and Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded obligated to the interest Master Lessor to perform all of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon hereunder. Master Lessor shall have no liability to Lessee nor shall the performance by Lessee of its obligations under this Lease, whether prior to or after any such attornment, be subject to any defense, counterclaim or setoff by reason of any default by Lessor in the extent performance of any obligation to be performed by Lessor under this Lease. The provisions of this paragraph shall survive the termination or expiration of the then remaining balance of the term of the Master Lease or this Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If Liberty agrees that if the interests Agent, any of Lessor in and to the Demised Premises are owned by Mortgagee Lenders or a purchaser at a sheriff's sale (each a "Transferee") shall become the owner of the Liberty Leased Assets by reason of any deed-in-the foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosureforeclosure (or dation en paiement) (a "Transfer Event"), judicial foreclosureand provided that at such time the Sublease shall be in full force and effect and shall not have expired or been terminated, sale pursuant to any power of sale the Sublease shall not be terminated or other proceedings brought by it or by any other manner, includingaffected thereby, but not limited to, Mortgagee's exercise of its rights under any assignment of leases shall continue in full force and rents, effect as a direct sublease between Liberty and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under such Transferee upon all of the terms, covenants and conditions set forth in the Sublease. Upon such a Transfer Event, Liberty agrees to attorn to such Transferee as sublessor under the Sublease, and to be bound by and perform all of the Lease for obligations imposed by the balance Sublease on the sublessee thereunder. Also, upon such a Transfer Event, the Transferee will be bound by all of the term thereof remaining and any extension thereof duly exercised obligations imposed by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments Sublease on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Leasesublessor; provided, however, that Lessee such Transferee shall not be: (i) liable for any act or omission of Xxxxxxxx, provided that the foregoing shall not be under no deemed to relieve such Transferee from the obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee perform any obligation of the sublessor under the Sublease which obligation (a) Schedule V - 3 remains unperformed at the time that Mortgagee has succeeded such Transferee succeeds to the interest of the Lessor sublessor under the Lease Sublease and (b) is made known to Transferee and Transferee is provided notice and given the same opportunity to cure as afforded Xxxxxxxx under the Sublease; or otherwise has (ii) bound by any rent which Liberty might have paid under the right to receive Sublease for more than one month in advance, unless actually received by such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent Transferee; or (iii) bound by any amendment or modification of the then remaining balance of the term of the LeaseSublease that could have a material adverse affect on Agent's rights as a secured party; or (iv) subject to any offsets or defenses that Liberty might have against Xxxxxxxx (or any prior sublessor, shall be if applicable) unless Transferee has been given written notice thereof and are the same opportunity to cure as now set forth therein, it being afforded Xxxxxxxx under the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinSublease.

Attornment. If the interests of Lessor in and to ---------- the Demised Premises are owned by Mortgagee by reason of any deed-deed- in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein. 3.

Attornment. If Tenant understands and hereby acknowledges that the interests of Lessor in Landlord herein is the lessee under the Master Lease and that this Lease is subject and subordinate to the Demised Premises are owned by Mortgagee such Master Lease and any amendments thereto. Tenant covenants and agrees that if, by reason of any deed-in-lieu default upon the part of foreclosurethe Landlord herein as lessee under such Master Lease, judicial foreclosurethe Master Lease is terminated by summary proceedings, sale pursuant voluntary agreement or as otherwise permitted or required by law, Tenant shall attorn to and recognize the lessor under such Master Lease as Tenant's landlord under this Lease. The provisions of this Section 13.02 are automatically effective without the necessity of further action by Tenant, Landlord or the lessor under the Master Lease. Tenant agrees to execute and deliver at any power time, upon request of sale Landlord or other proceedings brought by it of the lessor under the Master Lease or by of any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds person. firm or corporation which shall succeed to the interest of Lessor under Landlord or of such lessor, an instrument to evidence such attornment. Tenant waives the Lease, Lessee shall be bound provisions of any law now or hereinafter in effect or any other provision of this Lease which may give Tenant any right of election to Mortgagee under all terminate this Lease or to surrender possession of the termsleased premises in the event that any proceeding is brought by the lessor under such Master Lease to terminate such Master Lease or in the event that any proceeding is brought by any mortgagee to foreclose any mortgage affecting the fee title to, covenants and conditions or Landlord's interest in, the leased premises or the Master Lease. In the event any proceedings are brought for the foreclosure of, or in the event of the Lease for conveyance by deed in lieu of foreclosure of, or in the balance event of exercise of the term power of sale under any mortgage made by Landlord covering the leased premises, or in the event Landlord sells, conveys or otherwise transfers its interest in the Shopping Center or any portion thereof remaining and any extension thereof duly exercised by Lessee with containing the same leased premises, this Lease shall remain in full force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does Tenant hereby attorn attorns to, and covenants and agrees to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding execute an instrument in writing reasonably satisfactory to the new owner whereby Tenant attorns to such successor in interest of Lessor and recognizes such successor as the Landlord under the this Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If the interests of Lessor in and Landlord under the Lease shall ---------- be transferred to any superior Mortgagee or other purchaser or person taking title to the Demised Premises are owned by Mortgagee Building by reason of the termination of any deed-in-lieu superior lease or the foreclosure of foreclosureany superior mortgage or deed of trust, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Successor Landlord were the Lessor landlord under the Lease; , and Lessee does hereby Tenant shall attorn to Mortgagee, and recognize as Tenant's landlord under this Lease such Successor Landlord as its lessorlandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon MortgageeSuccessor Landlord's succeeding to the interest of Lessor Landlord under the Lease; provided. Tenant shall, howeverupon demand, that Lessee execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.2. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be under have no further obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, Tenant with the same force and effect as if set forth in full hereinrespect thereto.

Attornment. If the interests interest of Lessor Landlord in the Property and to under the Demised Premises are owned Lease shall be acquired by Mortgagee Agent by reason of any deed-in-lieu foreclosure of foreclosure, judicial foreclosure, sale pursuant to any power of sale the Mortgage or other proceedings brought by it or by any other manneract or proceeding(s) made or brought to enforce the rights of the Agent, including, but not limited to, Mortgagee's exercise by deed in lieu of its rights under foreclosure or as a result of any assignment of leases other means, then the Lease and rentsall terms therein, and Mortgagee succeeds to the interest rights of Lessor under Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated, or disturbed, except in accordance with the Leaseterms of the lease, Lessee and Tenant shall be bound to Mortgagee Agent and Agent shall be bound to Tenant, subject to the terms hereof under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining terms, and any extension renewals thereof duly exercised by Lessee with the same force and effect as if Mortgagee the Agent were the Lessor Landlord under the Lease; and Lessee does . In the event Agent acquires the interest of Landlord, Tenant hereby agrees to attorn to Mortgagee, Agent as its lessorhis landlord, said attornment to be effective and self-operative, operative without the execution of any further other instruments on the part of any of the parties either party hereto, immediately upon Mortgagee's Agent succeeding to the interest of Lessor Landlord under the Lease; provided, however, that Lessee shall be under no obligation Lease with written notice of same being delivered to pay rent to Mortgagee until Lessee receives Tenant. Upon receipt by Tenant of said written notice from Mortgagee Agent that Mortgagee Agent has succeeded to the interest of Landlord under the Lessor Lease, Tenant will make all payments of monetary obligations due by Tenant under the Lease or otherwise has -at the right address provided by Initials Agent in the notice. Tenant agrees, however, upon the election of and written demand by Agent within sixty (60) days after Agent receives title to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornmentProperty, to the extent execute an instrument in confirmation of the then remaining balance of foregoing provisions, satisfactory to Agent and Tenant, in which Tenant shall acknowledge this agreement to attorn which shall set forth the term of terms and conditions hereof and shall not be deemed or construed, in any way, as expanding or modifying Tenant’s obligations as tenant under the Lease, shall be and are the same as now except where specifically set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If Lender takes any proceedings in respect of the interests of Lessor in and to the Demised Leased Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure(including taking possession, judicial foreclosure, sale pursuant to any foreclosure or power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise sale) as a result of its rights under any assignment the occurrence of leases and rents, and Mortgagee succeeds to the interest of Lessor a default under the LeaseSecurity Documents, Lessee Tenant shall attorn and be bound to Mortgagee Lender under all of the terms, covenants and conditions terms of the Lease for the balance of the term thereof remaining and remaining, including any extension thereof duly exercised by Lessee renewals, with the same force and effect as if Mortgagee Lender were the Lessor sublandlord under the Lease; , and Lessee does Tenant hereby attorn attorns to MortgageeLender as sublandlord under the Lease, as its lessor, said such attornment to be effective and self-operativetake effect automatically, without the execution of any further instruments instrument on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to Lender taking possession of the interest of Lessor Leased Premises or foreclosing under the LeaseSecurity Documents or otherwise becoming the owner of the Leased Premises; providedprovided that notwithstanding such attornment, however, that Lessee Tenant shall be under no obligation to pay rent or additional rent to Mortgagee Lender by virtue of this Agreement until Lessee Tenant receives written notice from Mortgagee that Mortgagee has succeeded pursuant to the interest Security Documents from Lender or its agent (including any receiver or receiver and manager) that a default under the Security Documents has occurred and that Lender is attorning such rents pursuant to the Security Documents. If Lender exercises a power of sale as a result of the Lessor occurrence of a default under the Lease or otherwise has the right to receive such rents. The respective rights Security Documents, Tenant shall attorn and obligations of Lessee and Mortgagee upon such attornment, be bound to the extent purchaser pursuant to such power of sale under all of the then remaining terms of the Lease for the balance of the term of the Leasethereof remaining, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by referenceincluding any renewals, with the same force and effect as if set forth in full herein.the purchaser were the sublandlord under the Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of the purchaser or Tenant, immediately upon the purchaser taking possession of the Leased Premises. Xxxxxx agrees, however, to execute and deliver at any time and from time to time, upon the request of Lender or any such purchaser:

Attornment. If the interests interest of Lessor in and to Landlord shall be acquired by any Mortgagee (as used herein the term "MORTGAGEE" shall include any holder of a mortgage or deed of trust encumbering the Demised Premises are owned and any purchaser of the Demised Premises at foreclosure) by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it to enforce the rights of the holder of any mortgage or by any other manner, including, but not limited to, Mortgagee's exercise deed of its rights under any assignment of leases and rentstrust encumbering the Demised Premises, and such Mortgagee succeeds to the interest of Lessor under Landlord hereunder, this Lease and the Leaserights of Tenant hereunder shall continue in full force and effect and shall not be terminated or disturbed except in accordance with the terms hereof, Lessee and Tenant shall be bound to such Mortgagee under all of the terms, covenants and conditions of the this Lease for the balance of the term then remaining, and extensions or renewals thereof remaining and any extension thereof duly exercised by Lessee that may be effected in accordance with the options contained herein, with the same force and effect as if such Mortgagee were the Lessor lessor or landlord hereunder and Tenant the lessee under the Lease; . In such event, Tenant agrees to and Lessee does hereby attorn to Mortgagee, such Mortgagee as its lessor, said such attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, operative immediately upon Mortgagee's such Mortgagee succeeding to the interest of Lessor Landlord under the Lease; provided, however, that Lessee . Tenant shall be under no obligation to thereafter pay rent to Mortgagee until Lessee from and after the time that Tenant receives written notice from Mortgagee that Mortgagee it has succeeded to the interest of the Lessor Landlord under the Lease or otherwise has the right to receive such rentsLease. The respective rights and obligations of Lessee Tenant and such Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any extension or renewal, thereof, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinLease.

Attornment. If the interests interest of Lessor Landlord in the Property and to under the Demised Premises are owned Lease shall be acquired by Mortgagee Agent by reason of any deed-in-lieu foreclosure of foreclosure, judicial foreclosure, sale pursuant to any power of sale the Mortgage or other proceedings brought by it or by any other manneract or proceeding(s) made or brought to enforce the rights of the Agent, including, but not limited to, Mortgagee's exercise by deed in lieu of its rights under foreclosure or as a result of any assignment of leases other means, then the Lease and rentsall terms therein, and Mortgagee succeeds to the interest rights of Lessor under Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated, or disturbed, except in accordance with the terms of the Lease, Lessee and Tenant shall be bound to Mortgagee Agent and Agent shall be bound to Tenant, subject to the terms hereof under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining terms, and any extension renewals thereof duly exercised by Lessee with the same force and effect as if Mortgagee the Agent were the Lessor Landlord under the Lease; and Lessee does . In the event Agent acquires the interest of Landlord, Tenant hereby agrees to attorn to Mortgagee, Agent as its lessorhis landlord, said attornment to be effective and self-operative, operative without the execution of any further other instruments on the part of any of the parties either party hereto, immediately upon Mortgagee's Agent succeeding to the interest of Lessor Landlord under the Lease; provided, however, that Lessee shall be under no obligation Lease with written notice of same being delivered to pay rent to Mortgagee until Lessee receives Tenant. Upon receipt by Tenant of said written notice from Mortgagee Agent that Mortgagee Agent has succeeded to the interest of Landlord under the Lessor Lease, Tenant will make all payments of monetary obligations due by Tenant under the Lease or otherwise has at the right address provided by Agent in the notice. Tenant agrees, however, upon the election of and written demand by Agent within sixty (60) days after Agent receives title to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornmentProperty, to the extent execute an instrument in confirmation of the then remaining balance of foregoing provisions, satisfactory to Agent and Tenant, in which Tenant shall acknowledge this agreement to attorn which shall set forth the term of terms and conditions hereof and shall not be deemed or construed, in any way, as expanding or modifying Tenant’s obligations as tenant under the Lease, shall be and are the same as now except where specifically set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If the interests of Lessor in and to the Demised Premises are owned by Mortgagee Landlord under this Lease shall be transferred voluntarily or by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it or by for enforcement of any other mannermortgage on the Leased Premises, includingTenant shall, but not limited toat the election of such transferee, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of such transferee (herein sometimes called the terms, covenants and conditions of the Lease “Purchaser”) for the balance of the term thereof remaining hereof remaining, and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if Mortgagee the Purchaser were the Lessor Landlord under the this Lease; , and Lessee Tenant does hereby agree to attorn to Mortgageethe Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its lessorlandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on instruments, upon the part of any of the parties hereto, immediately upon Mortgagee's Purchaser succeeding to the interest of Lessor Landlord under this Lease. Notwithstanding the Lease; providedforegoing, however, that Lessee shall be under no obligation Tenant hereby agrees to pay rent execute any instrument(s) which Landlord may deem desirable to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rentsevidence said attornment by Tenant. The respective rights and obligations of Lessee Tenant and Mortgagee the Purchaser upon such attornment, to the extent of the then remaining balance of the term Term of the Leasethis Lease and any such extensions and renewals, shall be and are the same as now those set forth thereinherein. In the event of such transfer of Landlord’s interests, it being Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord’s successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of Landlord under this Lease accruing from and after the intention date of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinsuch transfer.

Attornment. If the interests of Lessor in and Mortgagee succeeds to the Demised Premises are owned by Mortgagee interest of Landlord in the Lease by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale dispossession or other proceedings brought by it Mortgagee, or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee Tenant shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions thereof duly exercised by Lessee effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee were the Lessor landlord under the Lease; , and Lessee Tenant does hereby attorn to Mortgagee, Mortgage as its lessor, said landlord. Such attornment to shall be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor Landlord under the Lease. In confirmation of such attornment, Tenant shall execute and deliver promptly any certificate or other instrument which Mortgagee may request; provided, however, that Lessee Tenant shall be under no obligation to pay Minimum Rent, additional rent to Mortgagee or other sums payable under the Lease until Lessee Tenant receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor Landlord under the Lease or otherwise that Mortgagee has exercised any right under the right Mortgage to receive collect such rentspayments directly from Tenant. The respective rights and obligations of Lessee Tenant and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, attornment shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinthe Lease.

Attornment. Tenant agrees that the institution of any action or other proceedings by Lender under the Mortgage in order to realize upon Landlord’s interest in the Property shall not result in the cancellation or termination of the Lease or Tenant’s obligations thereunder. If Lender shall become the interests owner of Lessor in and to the Demised Premises are owned by Mortgagee Property by reason of any deed-in-the foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosureforeclosure or otherwise: (a) the Lease shall not be terminated, judicial foreclosureor otherwise affected thereby except as specified herein; (b) Tenant shall attorn to Lender and recognize Lender as its landlord under the Lease for the unexpired term of the Lease, sale pursuant subject to any power all of sale or other proceedings brought by it or by any other mannerthe terms and conditions of the Lease, includingexcept as specified herein, but not limited to, Mortgagee's exercise of its rights under any assignment of leases said attornment to be effective and rents, and Mortgagee succeeds self-operative immediately upon Lender succeeding to the interest of Lessor the Landlord under the Lease, Lessee Lease without the execution of any further instruments on the part of any of the parties hereto; and (c) Tenant shall be bound to Mortgagee Lender under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Lender were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor Landlord under the Lease; provided, however, that Lessee Tenant shall be under no obligation to pay rent to Mortgagee Lender until Lessee Tenant receives written notice from Mortgagee Lender that Mortgagee it has succeeded to the interest of the Lessor Landlord under the Lease or otherwise has the right to receive such rentsLease. The respective rights and obligations of Lessee Tenant and Mortgagee Lender upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, shall be and are arc the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. A. If the interests of Lessor in shall be transferred to and to the Demised Premises are owned by Mortgagee any Lender Party by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale foreclosure or other proceedings brought by it in lieu of or pursuant to a foreclosure, or by any other manner, includingand, but to the extent not limited toprohibited or altered by federal regulations, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee such Lender Party succeeds to the interest of the Lessor under the Lease, Lessee agrees that Lessee shall be bound to Mortgagee such Lender Party under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee such Lender Party were the Lessor landlord under the Lease; , and Lessee does hereby attorn to Mortgagee, such Lender Party as its lessorlandlord, said attornment to be effective and self-operative, operative immediately upon such Lender Party succeeding to the interest of the Lessor under the Lease without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee such Lender Party by reason of such attornment until Lessee receives written notice from Mortgagee such Lender Party that Mortgagee such party has succeeded to the interest of the Lessor under the Lease or otherwise has Lease. Each Lender Party agrees that Lessee’s compliance with the right to receive terms of such rentswritten notice shall not result in any liability of Lessee. The respective rights and obligations of Lessee and Mortgagee the Lender Party upon such attornment, to the extent of the then remaining balance of the term of the LeaseLease and any such extensions and renewals, and where not in conflict with the terms of the Loan Documents, the Act, or any federal regulation, where the terms of such Loan Documents, the Act, or federal regulation shall control, shall be and are the same as now set forth therein, ; it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, reference with the same force and effect as if set forth in full at length herein.

Attornment. If This lease, at Lessor’s option, shall be subordinate to the interests lien of Lessor in any first deed of trust or first mortgage subsequently placed upon the real property of which the demised premises are a part, and to any and all advances made on the Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentssecurity thereof, and Mortgagee succeeds to the interest of Lessor under the Leaseall renewals, Lessee shall be bound to Mortgagee under all of the termsmodifications, covenants consolidations, replacements and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Leaseextensions thereof; provided, however, that as to the lien of any such deed of trust or mortgage Lessee’s right to quiet possession of the premises shall not be distributed if Lessee is not in default and so long as Lessee shall be under no obligation pay the rent and observe and perform all of the provisions of this lease, unless this lease is otherwise terminated pursuant to pay rent its terms. If any mortgagee, trustee or ground lessor shall elect to Mortgagee until Lessee receives have this lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice from Mortgagee that Mortgagee has succeeded thereof to Lessee, this lease shall be deemed prior to such mortgage, deed of trust, or ground lease, whether this lease is dated prior or subsequent to the interest date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Lessor covering the demised premises, the Lessee shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Lessor under this lease. Within ten (10) days after request therefor by Lessor, or in the Lease event that upon any sale, assignment or otherwise has hypothecation of the right demised premises or the land thereunder by the Lessor, an offset statement shall be required from Lessee, Lessee agrees to receive deliver in recordable form a certificate addressed to any such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, proposed mortgage or purchaser or to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for Lessor certifying that this purpose to incorporate the Lease lease is in this Agreement by reference, with the same full force and effect as (if set forth in full hereinsuch be the case) and that there are no differences or offsets thereto or stating those claimed by Lessee.

Attornment. If Grantee hereby acknowledges and agrees that the interests of Lessor in security and security interest granted herein are subject to the Demised Premises rights of certain lessees under the leases as set forth in the Credit Agreement and will be subject to the rights of lessees under any Leases entered into by the Grantor after the date hereof which are owned permitted as Permitted Liens pursuant to the Indenture, subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by Mortgagee the exercise by reason Grantee of any deed-in-lieu of foreclosureits rights hereunder, judicial foreclosure, sale pursuant to nor shall any power of sale or other proceedings brought by it or by such tenant be in any other manner, including, but not limited to, Mortgagee's exercise way deprived of its rights under any assignment the applicable Lease except in accordance with the terms of leases and rents, and Mortgagee such Lease. In the event that the Grantee succeeds to the interest of Lessor the Grantor under the a Lease, Lessee such Lease shall not be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect terminated or affected thereby except as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention and any sale of the parties hereto applicable leased premises by Grantee or pursuant to the judgment of any court in an action to enforce the remedies provided for this purpose to incorporate the Lease in this Agreement by reference, with Deed shall be made subject to such Lease and the same force and effect as if rights of such tenant expressly set forth thereunder. If Grantee succeeds to the interests of the Grantor in full herein.and to the applicable leased premises or under such Lease or enters into possession of such leased premises, the Grantee, and such tenants, shall be bound to

Attornment. If the interests interest of Lessor Landlord in the Property and to under the Demised Premises are owned Lease shall be acquired by Mortgagee Agent by reason of any deed-in-lieu foreclosure of foreclosure, judicial foreclosure, sale pursuant to any power of sale the Mortgage or other proceedings brought by it or by any other manneract or proceeding(s) made or brought to enforce the rights of the Agent, including, but not limited to, Mortgagee's exercise by deed in lieu of its rights under foreclosure or as a result of any assignment of leases other means, then the Lease and rentsall terms therein, and Mortgagee succeeds to the interest rights of Lessor under Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated, or disturbed, except in accordance with the Leaseterms of the lease, Lessee and Tenant shall be bound to Mortgagee Agent and Agent shall be bound to Tenant, subject to the terms hereof under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining terms, and any extension renewals thereof duly exercised by Lessee with the same force and effect as if Mortgagee the Agent were the Lessor Landlord under the Lease; and Lessee does . In the event Agent acquires the interest of Landlord, Tenant hereby agrees to attorn to Mortgagee, Agent as its lessorhis landlord, said attornment to be effective and self-operative, operative without the execution of any further other instruments on the part of any of the parties either party hereto, immediately upon Mortgagee's Agent succeeding to the interest of Lessor Landlord under the Lease; provided, however, that Lessee shall be under no obligation Lease with written notice of same being delivered to pay rent to Mortgagee until Lessee receives Tenant. Upon receipt by Tenant of said written notice from Mortgagee Agent that Mortgagee Agent has succeeded to the interest of Landlord under the Lessor Lease, Tenant will make all payments of monetary obligations due by Tenant under the Lease or otherwise has at the right address provided by /s/ [ILLEGIBLE] Initials Agent in the notice. Tenant agrees, however, upon the election of and written demand by Agent within sixty (60) days after Agent receives title to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornmentProperty, to the extent execute an instrument in confirmation of the then remaining balance of foregoing provisions, satisfactory to Agent and Tenant, in which Tenant shall acknowledge this agreement to attorn which shall set forth the term of terms and conditions hereof and shall not be deemed or construed, in any way, as expanding or modifying Tenant’s obligations as tenant under the Lease, shall be and are the same as now except where specifically set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full herein.

Attornment. If Grantee hereby acknowledges and agrees that the interests of Lessor in security title and security interest granted herein are subject to the Demised Premises rights of certain lessees under the Leases as disclosed in the Credit Agreement and will be subject to the rights of lessees under any Leases entered into by Grantor after the date hereof which are owned permitted as Permitted Real Estate Liens pursuant to the Credit Agreement, subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by Mortgagee the exercise by reason Grantee of any deed-in-lieu of foreclosureits rights hereunder, judicial foreclosure, sale pursuant to nor shall any power of sale or other proceedings brought by it or by such tenant be in any other manner, including, but not limited to, Mortgagee's exercise way deprived of its rights under any assignment the applicable Lease except in accordance with the terms of leases and rents, and Mortgagee such Lease. In the event that Grantee succeeds to the interest of Lessor Grantor under the a Lease, Lessee such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Grantee or pursuant to the judgment of any court in an action to enforce the remedies provided for in this Deed shall be made subject to such Lease and the rights of such tenant expressly set forth thereunder. If Grantee succeeds to the interests of Grantor in and to the applicable leased premises or under such Lease or enters into possession of such leased premises, the Grantee, and such tenants, shall be bound to Mortgagee each other under all of the express terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect such Lease, as if Mortgagee were the Lessor under Grantee was originally the Lease; and Lessee does hereby attorn to Mortgagee, Grantor as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, with the same force and effect as if set forth in full hereinlessor thereunder.

Attornment. If the interests of Lessor in shall be transferred to and to the Demised Premises are owned by Mortgagee Secured Party by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or foreclosure and other proceedings brought by it in lieu of or by any other mannerpursuant to a foreclosure, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rentsor otherwise, and Mortgagee Secured Party succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee Secured Party under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease with the same force and effect as if Mortgagee Secured Party were the Lessor under the Lease; , and Lessee does hereby attorn to Mortgagee, Secured Party as its lessorLessor, said attornment to be effective and self-operative, operative immediately upon Secured Party's succeeding to the interest of the Lessor under the Lease without the execution of any further instruments on the part of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Leasehereof; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee Secured Party until Lessee receives received written notice from Mortgagee Secured party that Mortgagee is has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rentsrents due under the Lease. The respective rights and obligations of Lessee and Mortgagee upon such attornment, With its succession to the extent interest of the then remaining balance of the term of Lessor under the Lease, Secured Party shall assume Lessor's obligations under the Lease. Lessee agrees that if Secured Party shall succeed to the interest of Lessor under the Lease, Secured Party shall not be and are (a) liable for any action or omission of any prior lessor under the same as now set forth thereinLease, it being (b) subject to any offsets or defenses which Lessee might have against any prior lessor, (c) bound by any rental which Lessee might have paid for more than the intention of the parties hereto for this purpose then current month to incorporate the Lease any prior lessor, or (d) bound to any security deposit which Lessee may have paid to any prior lessor unless such deposit has been delivered to Secured Party or is in this Agreement by reference, with the same force and effect as if set forth in full hereinan escrow fund available to Secured Party.

Attornment. If the interests of Lessor in and Landlord under the Lease shall be ---------- transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Demised Premises are owned by Mortgagee Building by reason of the termination of any deedsuperior lease or the foreclosure of any superior mortgage or deed of trust, Tenant-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extension extensions or renewals thereof duly exercised by Lessee which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee Successor Landlord were the Lessor landlord under the Lease; , and Lessee does hereby Tenant shall attorn to Mortgageeand recognize as Tenant's landlord under this Lease such Successor Landlord, as its lessorlandlord, said attornment to be effective and self-operative, operative without the execution of any further instruments on the part of any of the parties hereto, immediately upon MortgageeSuccessor Landlord's succeeding to the interest of Lessor Landlord under the Lease; provided. Tenant acknowledges that Landlord is (a) the assignee of the lessor"s interest in that certain Ground Lease dated June 11, however1963 ("Existing Ground Lease") for the land underlying the Building, that Lessee and (b) the assignee of the lessee's interest in the Ground Lease. Upon expiration or termination of the Existing Ground Lease, Tenant will attorn to and continue to recognize Landlord as the landlord under this Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.2. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee"s customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be under have no further obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference, Tenant with the same force and effect as if set forth in full hereinrespect thereto.

Attornment. If In the event that Lender acquires or succeeds to the interests of Lessor in and to under the Demised Premises are owned by Mortgagee Lease by reason of any deed-in-a foreclosure of the Deed of Trust, deed in lieu of foreclosureforeclosure or otherwise (collectively, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Leasea “Foreclosure”), Lessee shall be bound to Mortgagee Lender under all of the terms, covenants and conditions of the Lease Lease, except as provided in this Agreement, for the balance of the term thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and obligations of Lessee and Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by referenceremaining, with the same force and effect as if set forth Lender were Lessor. Lessee hereby agrees in full hereinsuch event to (i) attorn to Lender as its Lessor on such terms, (ii) affirm its obligations under the Lease, and (iii) make payments of all sums thereafter becoming due under the Lease to Lender. Said attornment, affirmation and agreement is to be effective and self-operative without the execution of any further instruments upon Lender succeeding to the interests of Lessor under the Lease. Lessee agrees to execute and deliver at any time and from time to time, upon the request of Lessor or Lender, any instrument or certificate deemed to be necessary or appropriate to evidence such attornment. From and after such attornment, Lender shall be bound to Lessee under all the terms, covenants and conditions of the Lease with the same force and effect as if originally entered between said parties; provided, however, Lender shall not be: except as provided in Section 2(d) below, obligated to cure any defaults under the Lease of any prior Lessor which occurred prior to the date Lender obtained title to or possession of the Property, provided, however, that the foregoing shall not limit Lender’s obligation to correct any conditions that existed as of the date of attornment which violate Lender’s obligations as Lessor under the Lease; except as provided in Section 2(d) below, subject to any offsets or defenses which Lessee might have against any prior Lessor (including Lessor), provided, however, that the foregoing shall not limit Lessee’s right to exercise against Lender any right of Lessee to any offset or defense otherwise available to Lessee because of events occurring after the date of attornment; bound by any payment of fixed rent, percentage rent or additional rent that Lessee may have made to any prior Lessor (including Lessor) more than thirty (30) days in advance of the date such rent was first due and payable under the Lease; bound by any modification or amendment of the Lease which increases the obligations or responsibilities of Lessor thereunder or changes the rent or the term thereof and is made without Lender’s written consent; or bound by any consensual or negotiated surrender of the Demised Demised Premises or termination of the Lease, in whole or in part, agreed upon between any prior Lessor (including Lessor) and Lessee, unless effected unilaterally by Lessee pursuant to the express terms of the Lease. Notwithstanding anything to the contrary contained in Paragraph 2(c) above, if the Lessor under the Lease commits an act or omission which, with the giving of notice and/or the passage of time, would constitute a default in the performance of Lessor's obligations under the Lease, Lender or any purchaser or grantee pursuant to a Foreclosure shall be subject to any and all claims, offsets or defenses of Lessee arising from such act or omission, provided that Lender received notice of such act or omission and an opportunity to cure same as required by the Lease or this Agreement.

Attornment. If Lender takes any proceedings in respect of the interests of Lessor in and to the Demised Leased Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure(including taking possession, judicial foreclosure, sale pursuant to any foreclosure or power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise sale) as a result of its rights under any assignment the occurrence of leases and rents, and Mortgagee succeeds to the interest of Lessor a default under the LeaseSecurity Documents, Lessee Tenant shall attorn and be bound to Mortgagee Lender under all of the terms, covenants and conditions terms of the Lease for the balance of the term thereof remaining and remaining, including any extension thereof duly exercised by Lessee renewals, with the same force and effect as if Mortgagee Lender were the Lessor sublandlord under the Lease; , and Lessee does Tenant hereby attorn attorns to MortgageeLender as sublandlord under the Lease, as its lessor, said such attornment to be effective and self-operativetake effect automatically, without the execution of any further instruments instrument on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to Lender taking possession of the interest of Lessor Leased Premises or foreclosing under the LeaseSecurity Documents or otherwise becoming the owner of the Leased Premises; providedprovided that notwithstanding such attornment, however, that Lessee Tenant shall be under no obligation to pay rent or additional rent to Mortgagee Lender by virtue of this Agreement until Lessee Tenant receives written notice from Mortgagee that Mortgagee has succeeded pursuant to the interest Security Documents from Lender or its agent (including any receiver or receiver and manager) that a default under the Security Documents has occurred and that Lender is attorning such rents pursuant to the Security Documents. If Lender exercises a power of sale as a result of the Lessor occurrence of a default under the Lease or otherwise has the right to receive such rents. The respective rights Security Documents, Tenant shall attorn and obligations of Lessee and Mortgagee upon such attornment, be bound to the extent purchaser pursuant to such power of sale under all of the then remaining terms of the Lease for the balance of the term of the Leasethereof remaining, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by referenceincluding any renewals, with the same force and effect as if set forth in full herein.the purchaser were the sublandlord under the Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of the purchaser or Tenant, immediately upon the purchaser taking possession of the Leased Premises. Tenant agrees, however, to execute and deliver at any time and from time to time, upon the request of Lender or any such purchaser: