Common use of Attornment Clause in Contracts

Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, 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 have no further obligation to Tenant with respect thereto.

Attornment. If If, at any time prior to the interests termination of this Lease, the Superior Lessor or Superior Mortgagee, or their successors or assigns acquire the interest of Landlord under this Lease through foreclosure action or a deed-in-lieu thereof, whereby the Lease shall be transferred to any superior Superior Lessor or Superior Mortgagee or other purchaser or person taking title succeeds to the Building by reason rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the termination election and upon request of any superior lease or such party (hereinafter called the foreclosure of "Successor Landlord"), to attorn fully and completely from time to time, and to recognize any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease upon the executory terms of this Lease; provided, however, such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provisions of this Section 13.03 shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as its landlorda matter law, said attornment to this Lease may terminate upon the termination of a Superior Lease, shall be effective and self-operative without the execution upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any further instruments upon such Successor Landlord's succeeding , agrees to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested by instruments to evidence and confirm the foregoing provisions of this Section 13.03, satisfactory to any such person Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of its tenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to evidence the attornment described in this Section 17.02. Concurrently, upon written request from execute any such instrument for and on behalf of 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 have no further obligation to Tenant appointment being coupled with respect theretoan interest.

Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's ’s landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's ’s succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, 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 ’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 have no further obligation to Tenant with respect thereto.

Attornment. Beneficiary hereby acknowledges and agrees that the liens granted herein are subject to the 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 Trustor after the date hereof which are 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 Beneficiary of any of its rights hereunder, nor shall any such tenant be in any other way deprived of its rights under the applicable Lease except in accordance with the terms of such Lease. In the event that Beneficiary succeeds to the interest of Trustor under a Lease, such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Beneficiary or pursuant to the judgment of any court in an action to enforce the remedies provided for in this Deed of Trust shall be made subject to such Lease and the rights of such tenant expressly set forth thereunder. If Beneficiary succeeds to the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title Trustor in and to the Building by reason applicable leased premises or under such Lease or enters into possession of such leased premises, the termination of any superior lease or the foreclosure of any superior mortgage or deed of trustBeneficiary, Tenant and such tenants, shall be bound to such Successor Landlord each other under all of the express terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the such Lease, with the same force and effect as if Successor Landlord were the landlord under Beneficiary was originally the Lease, and Tenant shall attorn to and recognize Trustor as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, 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 have no further obligation to Tenant with respect theretolessor thereunder.

Attornment. If Landlord's interest in the interests of Landlord Property is acquired by any ground Landlord, beneficiary under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or a deed of trust, Tenant shall be bound to such Successor Landlord under all of the termsmortgagee, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Leasepurchaser at a foreclosure sale, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to the transferee of or successor to Landlord's interest in the Property and recognize such transferee or successor as Tenant's landlord Landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shallwaives the protection of any statute or rule of law which gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Property upon the transfer of Landlord's interests. Notwithstanding the foregoing, upon demand, execute any documents reasonably requested as a condition precedent to Tenant's agreement to be bound 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 11.2 of this Lease, Landlord agrees to use diligent, shall provide Tenant with commercially reasonable efforts to obtain a Nonnon-Disturbance Agreement disturbance agreements in favor of Tenant from the Successor Landlordany ground lessors, mortgage holders or lien holders then in existence. Such NonSaid non-Disturbance Agreement disturbance agreements shall be in recordable form and may be embodied in recorded at Tenant's election and expense. In the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, event Landlord fails to provide such commercially reasonable effortsnon-disturbance agreements within thirty (30) days after the mutual execution of any subordination agreement affecting this Lease, Tenant shall have the right, exercisable at any time thereafter to give ten (10) business days' written notice to Landlord is unable to obtain a Nonterminating this Lease. In the event Landlord does not provide Tenant with the applicable non-Disturbance Agreement from any disturbance agreements within such Mortgageeten (10) day period, the Lease shall terminate and Landlord shall reimburse Tenant a proportionate share of all of Tenant's out-of-pocket costs incurred in connection with the design and construction of any tenant improvements and Tenant's reasonable legal fees incurred in connection with the review and negotiation of this Lease. Upon such termination, neither party shall have no any further obligation liability thereunder to the other. Landlord shall also provide Tenant with respect thereto.commercially reasonable

Attornment. If the interests interest of Landlord under any Grantor in any of the Lease Intellectual Property Rights is transferred by reason of, or assigned in lieu of foreclosure or other proceedings for enforcement of, the Credit Documents, then, subject to the provisions set forth herein, the NEC License with respect to such Intellectual Property Rights shall nevertheless continue in full force and effect and, upon the Administrative Agent’s written request, the Licensee shall attorn to the transferee of such Intellectual Property Rights (the “Intellectual Property Transferee”). Although the foregoing provisions shall be transferred self-operative, in order to any superior Mortgagee or other purchaser or person taking title confirm such attornment, upon the Administrative Agent’s request, the Licensee shall execute and deliver to the Building by reason Administrative Agent (i) an agreement of attornment in form and content reasonably satisfactory to the termination of any superior lease or Administrative Agent and the foreclosure of any superior mortgage or deed of trustLicensee, Tenant shall be bound to such Successor Landlord under at the Administrative Agent’s sole cost and expense, confirming the foregoing attornment and providing that all of the terms, covenants covenants, and conditions of the Lease NEC License on the Licensee’s part will be performed for the balance benefit of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, Intellectual Property Transferee with the same force and effect as if Successor Landlord the Intellectual Property Transferee were the landlord originally named licensor of such Intellectual Property Rights in the NEC License, or (ii) a new license with respect to the transferred Intellectual Property Rights with the Intellectual Property Transferee, as licensor, for the remaining term of the NEC License with respect to the transferred Intellectual Property Rights and otherwise on the same terms and conditions and with the same options, if any, then remaining. Nothing herein contained shall be construed to obligate the Administrative Agent to cure any default by any Grantor under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding NEC License occurring prior to the interest of Landlord date on which the Intellectual Property Transferee succeeds to the Credit Parties’ rights, it being expressly agreed that under no circumstances shall the Lease. Tenant shall, upon demand, execute any documents reasonably requested by Administrative Agent or the Intellectual Property Transferee be obligated to remedy any such person to evidence the attornment described in this Section 17.02. Concurrentlydefault except, 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 case of Subordination the Intellectual Property Transferee, to the extent that such default continues after the Intellectual Property Transferee takes title to the transferred Intellectual Property Rights and 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 have no further obligation to Tenant the Intellectual Property Transferee has assumed the obligations with respect theretoto the NEC License as provided in clauses (i) and (ii) above.

Attornment. If From and after the interests of Takeover Date (hereinafter defined), (x) Tenant shall attorn to and recognize the Successor Landlord (hereinafter defined) as Tenant’s landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trustLease, Tenant shall be bound to such and Successor Landlord under shall, except as provided in this Agreement, recognize all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and (including any extensions or renewals thereof which may be effected in accordance with any option therefor in the Leaserenewal terms), with the same force and effect as if the Successor Landlord were the landlord under the Lease, Landlord and Tenant shall attorn perform all of the terms, covenants and conditions of the Lease to and recognize as Tenant's landlord under this Lease be performed by Tenant for the balance of the term thereof remaining (including any renewal terms) for the benefit of such Successor Lender, with the same force and effect as if the Successor Landlord were Landlord, and (y) the Lease shall continue in full force and effect as its landlord, a direct lease between the Successor Landlord and Tenant and said recognition and attornment to shall be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding subject however to the interest terms of this Agreement. Although said recognition and attornment shall be self-operative, Tenant further covenants and agrees to execute and deliver upon request of Lender an appropriate agreement of attornment to such Successor Landlord under the Lease. Tenant shall, upon demand, execute any documents may reasonably requested request to confirm said subordination by any such person to evidence the attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant such agreement is not in default under consistent with the terms of 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 have no further obligation to Tenant with respect thereto.

Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, and if such superior Mortgagee or other purchaser or person taking title to the Building shall not disturb Tenant, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, 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 AgreementAgreement 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 have no further obligation to Tenant with respect thereto.

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 the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosure or otherwise: (a) the Lease shall not be terminated, or 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, subject to all of the terms and conditions of the Lease, except as specified herein, said attornment to be effective and self-operative immediately upon Lender succeeding to the interest of the Landlord under the Lease shall be transferred to without the execution of any superior Mortgagee or other purchaser or person taking title to further instruments on the Building by reason part of any of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, parties hereto; and (c) Tenant shall be bound to such Successor Landlord Lender under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord Lender were the landlord Landlord under the Lease; provided, and however, that Tenant shall attorn be under no obligation to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment pay rent to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding Lender until Tenant receives written notice from Lender that it has succeeded to the interest of Landlord under the Lease. The respective rights and obligations of Tenant shalland Lender upon such attornment, upon demand, execute any documents reasonably requested by to the extent of the then remaining balance of the term of the Lease and any such person to evidence extensions and renewals, shall be and arc 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 have no further obligation to Tenant with respect theretosame as now set forth therein.

Attornment. (a) If Mortgagee takes possession of the interests Premises or acquires or succeeds to the interest of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the a foreclosure of any superior mortgage the Mortgage, deed-in-lieu of foreclosure, or deed of trustotherwise (collectively, a Foreclosure), Tenant shall be is bound to such Successor Mortgagee and to any person purchasing at foreclosure or otherwise acquiring the interest of Landlord under the Lease as a result of a Foreclosure (Purchaser), under all of the terms, covenants and conditions provisions of the Lease Lease, except as provided in this Agreement, for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, Term with the same force and effect as if Successor Landlord were the Mortgagee or Purchaser is Landlord. In such event, Tenant agrees to attorn to Mortgagee or to such Purchaser as landlord under the LeaseLease and, upon receiving notice from Mortgagee as provided in item 6 of this Agreement, to make payments of all sums becoming due under the Lease directly to Mortgagee or to Purchaser. Said attornment and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be agreement are effective and self-self- operative without the execution of any further instruments (except for standard payment- authorization documents, including by way of example and not limitation, disclosures of beneficial interests and certificates of tax–and-employment-security compliance, that are required to be completed by parties receiving payments from state agencies) upon Successor Landlord's Mortgagee taking possession of the Premises or otherwise succeeding to the interest interests of Landlord under the Lease. Tenant shallNevertheless, upon demand, 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 have no further obligation and Purchaser from time to time must execute and deliver such instruments evidencing such attornment and the provisions of item 2.(b) as Mortgagee, Purchaser, and Tenant with respect theretomay reasonably require.

Attornment. If Lender or any other subsequent purchaser of the interests Property shall become the owner of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building Property by reason of the termination foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any superior other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease or between Purchaser and Tenant upon all of the foreclosure of any superior mortgage or deed of trustterms, 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 bound deemed to have agreed to accept such Successor Landlord attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Purchaser shall 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 extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord Purchaser were the lessor under the Lease subject to the terms of Section 4 of this Agreement; provided, however, that Purchaser shall 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 as a “Prior Landlord”), provided that so long as Purchaser has received written notice and a reasonable opportunity to cure, the 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 breach of representation or warranty of any Prior Landlord; subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property; 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, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlordmade without Lender’s or Purchaser’s prior written consent, as its landlordwhich consent will not be unreasonably withheld, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding conditioned or delayed, prior to the interest time Purchaser succeeded to Landlord’s interest; or responsible for the making of Landlord 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 LeaseLease to make such repairs and Purchaser receives insurance proceeds or condemnation awards sufficient to finance the completion of such repairs. Tenant shallIn the event that any liability of Purchaser does arise pursuant to this Agreement, upon demand, execute any documents reasonably requested by any such person liability shall be limited and restricted 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 Purchaser’s interest in the Mortgagee's customary form of Subordination Property and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any shall in no event exceed such Mortgagee, Landlord shall have no further obligation to Tenant with respect theretointerest.

Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title Lessor in and to the Building Demised Premises become owned by Beneficiary or another Purchaser by reason of judicial foreclosure, non-judicial foreclosure by the termination trustee under the Deed of Trust, other proceedings brought by Beneficiary or Purchaser or by any superior lease or other manner, including, but not limited to, Beneficiary’s exercise of its rights under any collateral assignment(s) of leases and rents, whereby Purchaser succeeds to the foreclosure interest of any superior mortgage or deed of trustthe Lessor under the Lease, Tenant Lessee shall be bound to such Successor Landlord 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 Purchaser were the lessor under the Lease. Lessee does hereby attorn to Purchaser, as its lessor, which attornment shall be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon 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 Purchaser until Lessee receives written notice from Purchaser that 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 for the duration of the term of the Lease and any extensions or renewals thereof which may duly exercised by Lessee. The respective rights and obligations of Lessee and Purchaser upon such attornment, to the extent of the then remaining balance of the term of the Lease and any extension thereof duly exercised, shall be effected 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 accordance with any option therefor in the Leasethis Agreement by reference, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, 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 have no further obligation to Tenant with respect theretoexpressly set forth herein.

Attornment. If Tenant agrees that upon any termination of Landlord’s interest in the interests of Landlord under Premises, Tenant shall, upon request, attorn to the Lease shall be transferred to any superior Mortgagee person or other purchaser or person taking organization then holding title to the Building by reason reversion of the termination Premises (the “Successor”) and to all subsequent Successors, and shall pay to the Successor all of any superior lease or the foreclosure rents and other monies required to be paid by Tenant hereunder and perform all of any superior mortgage or deed of trustthe other terms, covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall be bound to so request from such Successor Landlord under in writing, such Successor shall execute and deliver to 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 extensions or renewals thereof which may be effected in accordance with any option therefor in the this Lease, with the same force and effect as if Successor Landlord were the landlord on Tenant’s part to be performed, Tenant’s possession under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under provisions of this Lease shall not be disturbed by such Successor Landlord, as its landlord, said attornment to be effective and self-operative without Successor. In the execution of any further instruments upon Successor Landlord's succeeding event that the Mortgagee succeeds to the interest of Landlord under hereunder and is advised by its counsel that all or any portion of the Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease. Tenant shall, upon demand, shall execute any all documents reasonably requested by necessary to effect any such person to evidence the attornment described in this Section 17.02. Concurrently, upon amendment within ten (10) days after written request from Mortgagee, as landlord, provided that in no event shall such amendment increase Tenant, and provided Tenant is not in default ’s payment obligations or other liability under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Lease or reduce 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 have no further obligation to Tenant with respect thereto’s obligations hereunder.

Attornment. (a) If Mortgagee takes possession of the interests Premises or acquires or succeeds to the interest of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the a foreclosure of any superior mortgage the Mortgage, deed-in-lieu of foreclosure, or deed of trustotherwise (collectively, a Foreclosure), Tenant shall be is bound to such Successor Mortgagee and to any person purchasing at foreclosure or otherwise acquiring the interest of Landlord under the Lease as a result of a Foreclosure (Purchaser), under all of the terms, covenants and conditions provisions of the Lease Lease, except as provided in this Agreement, for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, Term with the same force and effect as if Successor Landlord were the Mortgagee or Purchaser is Landlord. In such event, Tenant agrees to attorn to Mortgagee or to such Purchaser as landlord under the LeaseLease and, upon receiving notice from Mortgagee as provided in item 6 of this Agreement, to make payments of all sums becoming due under the Lease directly to Mortgagee or to Purchaser. Said attornment and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be agreement are effective and self-operative without the execution of any further instruments (except for standard payment-authorization documents, including by way of example and not limitation, disclosures of beneficial interests and certificates of tax–and-employment-security compliance, that are required to be completed by parties receiving payments from state agencies) upon Successor Landlord's Mortgagee taking possession of the Premises or otherwise succeeding to the interest interests of Landlord under the Lease. Tenant shallNevertheless, upon demand, 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 have no further obligation and Purchaser from time to time must execute and deliver such instruments evidencing such attornment and the provisions of item 2.(b) as Mortgagee, Purchaser, and Tenant with respect theretomay reasonably require.

Attornment. If Tenant agrees that upon any termination of Landlord’s interest in the interests of Landlord under Premises, Tenant shall, upon request, attorn to the Lease shall be transferred to any superior Mortgagee person or other purchaser or person taking organization then holding title to the Building by reason reversion of the termination Premises (the “Successor”) and to all subsequent Successors, and shall pay to the Successor all of any superior lease or the foreclosure rents and other monies required to be paid by Tenant hereunder and perform all of any superior mortgage or deed of trustthe other terms, covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall be bound to so request from such Successor Landlord under in writing, such Successor shall execute and deliver to 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 extensions or renewals thereof which may be effected in accordance with any option therefor in the this Lease, with the same force and effect as if Successor Landlord were the landlord on Tenant’s part to be performed, Tenant’s possession under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under provisions of this Lease shall not be disturbed by such Successor Landlord, as its landlord, said attornment to be effective and self-operative without Successor. In the execution of any further instruments upon Successor Landlord's succeeding event that the Mortgagee succeeds to the interest of Landlord under hereunder and is advised by its counsel that all or any portion of the Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease. Tenant shall, upon demand, shall execute any all documents reasonably requested by necessary to effect any such person to evidence the attornment described in this Section 17.02. Concurrently, upon amendment within ten (10) days after written request from Mortgagee, as landlord, provided that in no event shall such amendment increase Tenant, and provided Tenant is not in default ’s payment obligations or other liability under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Lease or reduce Tenant’s rights or 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 have no further obligation to Tenant with respect thereto’s obligations hereunder.

Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title Lessor in and to the Building Demised Premises become owned by Beneficiary or another Purchaser by reason of judicial foreclosure, non-judicial foreclosure by the termination trustee under the Deed of Trust, other proceedings brought by Beneficiary or Purchaser or by any superior lease or other manner, including, but not limited to, Beneficiary's exercise of its rights under any collateral assignment(s) of leases and rents, whereby Purchaser succeeds to the foreclosure interest of any superior mortgage or deed of trustthe Lessor under the Lease, Tenant Lessee shall be bound to such Successor Landlord 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 Purchaser were the lessor under the Lease. Lessee does hereby attorn to Purchaser, as its lessor, which attornment shall be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon 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 Purchaser until Lessee receives written notice from Purchaser that 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 for the duration of the term of the Lease and any extensions or renewals thereof which may duly exercised by Lessee and lessor hereby consents to such payments. The respective rights and obligations of Lessee and Purchaser upon such attornment, to the extent of the then remaining balance of the term of the Lease and any extension thereof duly exercised, shall be effected 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 accordance with any option therefor in the Leasethis Agreement by reference, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, 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 have no further obligation to Tenant with respect theretoexpressly set forth herein.

Attornment. 18. If the interests of Landlord under the this Lease shall be transferred to any superior Mortgagee voluntarily or other purchaser or person taking title to the Building by reason of the termination foreclosure or other proceedings for enforcement of any superior mortgage and/or ground lease or on the foreclosure of any superior mortgage or deed of trustPremises, Tenant shall be bound to such Successor Landlord under all of 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 extensions or renewals thereof which may be effected effective in accordance with any option therefor in the Lease, terms and provisions hereof with the same force and effect as if Successor the Purchaser were Landlord were the landlord under the this Lease, and Tenant shall does hereby agree to attorn to and recognize as Tenant's landlord the Purchaser, including the Mortgagee under this Lease any such Successor Landlordmortgage and/or lessor under any such ground lease if it be the Purchaser, as its landlordLandlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's the Purchaser succeeding to the interest of Landlord under the this Lease. The respective rights and obligations of Tenant shalland the Purchaser upon such attornment, upon demand, execute any documents reasonably requested by to the extent of the then remaining balance of the Term of this Lease and any such person extensions and renewals, shall be and are the same 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 evidence 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 attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default Landlord 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 have no further obligation to Tenant with respect thereto.

Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title Lessor in and to the Building 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 termination interest of any superior lease or Lessor under the foreclosure of any superior mortgage or deed of trustLease, Tenant Lessee shall be bound to such Successor Landlord Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals extension thereof which may be effected in accordance duly exercised by Lessee with any option therefor in 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 Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described set forth 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 have no further obligation to Tenant with respect theretofull herein.

Attornment. If Landlord sells, transfers, or conveys its interest in the interests of Landlord Premises or this Lease, or if the same is foreclosed judicially or nonjudicially, or is otherwise acquired, by a mortgagee, beneficiary under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trusttrust or ground lessor, Tenant shall be bound to such Successor Landlord under all upon the request and at the sole election of the termsLandlord's lawful successor, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under said successor, provided said successor accepts the Premises subject to this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demandrequest of Landlord or any such mortgagee, beneficiary under deed of trust or ground lessor, execute any documents reasonably requested an attornment agreement confirming the same, in form and substance acceptable to Landlord. Such agreement shall provide, among other things, that said successor shall not be (a) bound by any such person to evidence prepayment of more than one (1) month's rent, (ii) liable for the attornment described in return of any Security Deposit not actually received by said successor, or (iii) bound by any material amendment of this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under Lease made after the later of the initial effective date of this Lease, or the date that such successor's lien or interest first arose, unless said successor shall have consented to such amendment. .Landlord shall, in good faith attempt to obtain, within ninety days of the date of this Lease, from any mortgagee, beneficiary under deed of trust or ground lessor, a reasonable non-disturbance agreement recognizing Tenant’s rights under the Lease in the event of a foreclosure. Landlord agrees shall, in good faith attempt to use diligentobtain and provide to Tenant, within ninety days of the date of this Lease, from any mortgagee, beneficiary under deed of trust or ground lessor, a commercially reasonable efforts to obtain a Nonnon-Disturbance Agreement from disturbance agreement recognizing Tenant’s rights under the Successor Landlord. Such Non-Disturbance Agreement may be embodied Lease in the Mortgagee's customary form event 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 have no further obligation to Tenant with respect theretoforeclosure.

Attornment. If the interests interest of Landlord under the this Lease shall be transferred to any superior Superior Mortgagee under a Superior Mortgage or Superior Lessor under a Superior Lease, or other purchaser or person taking title to the Building Property by reason of the foreclosure of any Superior Mortgage or deed in lieu of foreclosure or termination of any superior lease or the foreclosure of Superior Lease (any superior mortgage or deed of trustsuch person being sometimes referred to as “Successor Landlord”), Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the this Lease for the balance of the term thereof Term remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the this Lease, with the same force and effect as if the Successor Landlord were the landlord under this Lease. If requested to do so, Tenant shall enter into a new Lease for the balance of the Term upon the same terms and conditions of this Lease, and . Tenant shall attorn to and recognize as Tenant's ’s landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon the Successor Landlord's ’s succeeding to the interest of Landlord under this Lease and assuming the Lease. Tenant shall, upon demand, 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, obligations of 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 have no further obligation to Tenant with respect theretohereunder.

Attornment. If the interests interest of Landlord under the this Lease shall be transferred to any superior Mortgagee voluntarily or other purchaser or person taking title to the Building by reason of the termination foreclosure or other proceedings for enforcement of any superior lease or mortgage on the foreclosure of any superior mortgage or deed of trustBuilding and the Leased Premises, Tenant shall be bound to such Successor Landlord under all of 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 extensions or renewals thereof which may be effected effective in accordance with any option therefor in the Lease, terms and provisions hereof with the same force and effect as if Successor Landlord the Purchaser were the landlord Landlord under the this Lease, and Tenant shall does hereby agree to attorn to and recognize as Tenant's landlord the Purchaser, including the mortgagee under this Lease any such Successor Landlordmortgage if it be the Purchaser, as its landlordLandlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's the Purchaser succeeding to the interest of the Landlord under the Lease. Tenant shall, upon demand, 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. The respective rights and obligations of Tenant and the Purchaser upon such attornment, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor extent of the then remaining balance of the Term of this Lease are as those set forth herein. In the event of such transfer of 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’s interests, Landlord shall have no further obligation be released and relieved from all liability and responsibility thereafter accruing to Tenant with 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 thereto.to all obligations of the Landlord under this Lease.46 42 and delivered to Tenant

Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's ’s landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's ’s succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, 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 ’s customary form of Subordination and Non-Disturbance Agreement. If, If after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall have no further obligation to Tenant with respect thereto.

Attornment. If In the interests of Landlord under the Lease shall be transferred to any superior Mortgagee event that Lessor sells or other purchaser assigns its interest or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trustestate absolutely, Tenant Lessee shall be bound to such Successor Landlord 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 extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, Term with the same force and effect as if Successor Landlord were such purchaser or assignee was the landlord Lessor under the Lease, and Tenant shall attorn Lessee hereby attorns to and recognize as Tenant's landlord under this Lease such Successor Landlord, purchaser or assignee as its landlord, said such attornment to be effective and self- operative without the execution of any further instrument on the part of either of the parties hereto immediately upon such purchaser’s or assignee’s succeeding to the interest or estate of Lessor. If Lessor should grant, mortgage or assign its interest in the Premises 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”), Lessee shall be bound to the purchaser at such sale under all of the covenants, terms and conditions of this Lease for the balance of such term hereof remaining with the same force and effect as if 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 an 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 instruments upon Successor Landlord's succeeding to instrument on the interest part of Landlord under the Lease. Tenant shall, upon demand, 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 have no further obligation to Tenant with respect theretoeither party.

Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's ’s landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's ’s succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, 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 ’s customary form of Subordination and Non-Disturbance NonDisturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall have no further obligation to Tenant with respect thereto.

Attornment. If the interests of Landlord under the Lease shall be ---------- transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant Tenant-shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant acknowledges that Landlord is (a) the assignee of the lessor"s interest in that certain Ground Lease dated June 11, 1963 ("Existing Ground Lease") for the land underlying the Building, 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 17.0217.2. 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 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 have no further obligation to Tenant with respect thereto.

Attornment. (a) If at any time any Superior Lessor or Superior Mortgagee (each a "SENIOR INTEREST HOLDER") or any other person or the interests successors or assigns of any of the foregoing (such Senior Interest Holder and any such other person being herein collectively referred to as "SUCCESSOR LANDLORD") shall succeed to the rights of Landlord under this Lease, Tenant agrees, at the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to election and upon the Building by reason of the termination request of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the termsLandlord, covenants from time to time, fully and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall completely to attorn to and recognize any such Successor Landlord as Tenant's landlord under this Lease upon the then executory terms of this Lease, PROVIDED such Successor Landlord shall agree in writing to accent Tenant's attornment pursuant to a Non-Disturbance Agreement. The foregoing provisions of this SECTION 13.02 shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as its landlorda matter of law, said attornment to this Lease may terminate upon the termination of the Superior Lease and shall be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02. Concurrentlyrequest, upon written request from Tenantand, and provided that Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain shall have received a Non-Disturbance Agreement from that is executed and acknowledged by each Superior Mortgagee or Superior Lessor, as applicable, no further instrument shall be required to give effect to said provisions. Upon the request of any such Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination , Tenant shall execute and Non-Disturbance Agreement. Ifdeliver, after exerting diligentfrom time to time, commercially reasonable efforts, Landlord is unable instruments reasonably satisfactory to obtain a Non-Disturbance Agreement from any such MortgageeSuccessor Landlord, Landlord shall have no further obligation in recordable form if requested, to Tenant with respect theretoevidence and confirm the provisions of this SECTION 13.02, acknowledging such attornment and setting forth the terms and conditions of its tenancy, including the terms and conditions set forth in SECTION 13.02(B).

Attornment. If the interests of Landlord under the Lease shall ---------- be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, Landlord as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.0217.2. 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 have no further obligation to Tenant with respect thereto.

Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants convenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, 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 have no further obligation to Tenant with respect thereto.

Attornment. If the interests interest of Landlord under the this Lease shall be transferred to any superior Mortgagee mortgagee under a Superior Mortgage or lessor under a Superior Lease, or other purchaser or person taking title to the Building Property by reason of the foreclosure of any Superior Mortgage or deed in lieu of foreclosure or termination of any superior lease or the foreclosure of Superior Lease (any superior mortgage or deed of trustsuch person being sometimes referred to as “Successor Landlord“), Tenant shall shall, subject to any applicable SNDA, be bound to such Successor Landlord under all of the terms, covenants and conditions of the this Lease for the balance of the term thereof Term remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the this Lease, with the same force and effect as if the Successor Landlord were the landlord under the this Lease, and Tenant shall shall, subject to any applicable SNDA, attorn to and recognize as Tenant's ’s landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon the Successor Landlord's ’s succeeding to the interest of Landlord under this Lease and assuming the Lease. Tenant shall, upon demand, execute any documents reasonably requested by any obligations of Landlord hereunder provided that such person Successor Landlord shall thereby be deemed to evidence the attornment described in this Section 17.02. Concurrently, upon written request from have agreed to be subject to all of Tenant, and provided Tenant is not in default ’s rights under this Lease, Landlord agrees including, without limitation, Tenant’s rights of quiet and exclusive use and enjoyment of the Premises, and to use diligent, commercially reasonable efforts recognize Tenant and all of its rights under this Lease and to obtain a Non-Disturbance Agreement from the Successor assume all of 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 have no further obligation to Tenant with respect thereto’s obligations under this Lease.

Attornment. Beneficiary hereby acknowledges and agrees that the liens granted herein are subject to the 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 Trustor after the date hereof which are 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 Beneficiary of any of its rights hereunder, nor shall any such tenant be in any way deprived of its rights under the applicable Lease except in accordance with the terms of such Lease. In the event that Beneficiary succeeds to the interest of Trustor under a Lease, such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Beneficiary or pursuant to the judgment of any court in an action to enforce the remedies provided for in this Deed of Trust shall be made subject to such Lease and the rights of such tenant expressly set forth thereunder. If Beneficiary succeeds to the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title Trustor in and to the Building by reason applicable leased premises or under such Lease or enters into possession of such leased premises, the termination of any superior lease or the foreclosure of any superior mortgage or deed of trustBeneficiary, Tenant and such tenants, shall be bound to such Successor Landlord each other under all of the express terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the such Lease, with the same force and effect as if Successor Landlord were the landlord under Beneficiary was originally the Lease, and Tenant shall attorn to and recognize Trustor as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, 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 have no further obligation to Tenant with respect theretolessor thereunder.

Attornment. If In the event of any foreclosure under the Mortgage, deed in lieu thereof or otherwise, and the resulting succession to the interests of Landlord under the Lease shall be transferred to any superior by Mortgagee or other by any purchaser or person taking title of said interests through foreclosure sale pursuant to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage Mortgage or deed of trustin lieu thereof (which Mortgagee or purchaser shall hereinafter be referred to as the "Successor Landlord"), Tenant the Successor Landlord shall be bound to such Successor Landlord Tenant under all of the terms, covenants terms and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord shall be bound to Successor Landlord under this Lease such Successor Landlordall of the terms and conditions in the Lease, as its landlord, for the balance of the term plus any extension or extensions thereof; 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 Successor Landlord's Landlord succeeding to the interest of the lessor under the Lease; provided, however, that Tenant shall be under no obligation to pay rent to Successor Landlord until Tenant receives written xxxxxe from Successor Landlord that it has succeeded to the interest of the lessor under the Lease. Tenant shallAny purchaser taking title to the Demised Premises and/or Common Areas of the Property by reason of foreclosure pursuant to the Mortgage, upon demandor deed in lieu thereof, execute any documents reasonably requested by any such person shall take title subject to evidence the attornment described in provisions of 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 have no further obligation to Tenant with respect thereto.

Attornment. If the interests of Landlord under the Lease shall be ---------- transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant acknowledges that Landlord is (a) the assignee of the lessor's interest in that certain Ground Lease dated June 11, 1963 ("Existing Ground Lease") for the land underlying the Building, 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 demandwithin 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 17.0217.2. 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 have no further obligation to Tenant with respect thereto.

Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's ’s landlord under this Lease such Successor Landlord, as its landlord, said attornment adornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's ’s succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, 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 ’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 have no further obligation to Tenant with respect thereto.

Attornment. If the interests of Landlord under the Lease shall be ----------- transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, 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 have no further obligation to Tenant with respect thereto.

Attornment. 18. If the interests of Landlord under the this Lease shall be transferred to any superior Mortgagee voluntarily or other purchaser or person taking title to the Building by reason of the termination foreclosure or other proceedings for enforcement of any superior mortgage and/or ground lease or on the foreclosure of any superior mortgage or deed of trustPremises, Tenant shall be bound to such Successor Landlord under all of 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 extensions or renewals thereof which may be effected effective in accordance with any option therefor in the Lease, terms and provisions hereof with the same force and effect as if Successor the Purchaser were Landlord were the landlord under the this Lease, and Tenant shall does hereby agree to attorn to and recognize as Tenant's landlord the Purchaser, including the Mortgagee under this Lease any such Successor Landlordmortgage and/or lessor under any such ground lease if it be the Purchaser, as its landlordLandlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's the Purchaser succeeding to the interest of Landlord under the this Lease. The respective rights and obligations of Tenant shalland the Purchaser upon such attornment, upon demand, execute any documents reasonably requested by to the extent of the then remaining balance of the Term of this Lease and any such person to evidence extensions and renewals, shall be and are the attornment described in this Section 17.02same as those set forth herein. 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 In the Successor event of such transfer of 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 Mortgageeinterests, Landlord shall have no further obligation be released and relieved from all liability and responsibility thereafter accruing to Tenant with 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 theretoin all obligations of the Landlord under this Lease effective as of the date of such transfer.

Attornment. (a) If Mortgagee takes possession of the interests Premises or acquires or succeeds to the interest of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the a foreclosure of any superior mortgage the Mortgage, deed-in-lieu of foreclosure, or deed of trustotherwise (collectively, a Foreclosure), Tenant shall be is bound to such Successor Mortgagee and to any person purchasing at foreclosure or otherwise acquiring the interest of Landlord under the Lease as a result of a Foreclosure (Purchaser), under all of the terms, covenants and conditions provisions of the Lease Lease, except as provided in this Agreement, for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, Term with the same force and effect as if Successor Landlord were the Mortgagee or Purchaser is Landlord. In such event, Xxxxxx agrees to attorn to Mortgagee or to such Purchaser as landlord under the LeaseLease and, upon receiving notice from Mortgagee as provided in item 6 of this Agreement, to make payments of all sums becoming due under the Lease directly to Mortgagee or to Purchaser. Said attornment and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be agreement are effective and self-self- operative without the execution of any further instruments (except for standard payment- authorization documents, including by way of example and not limitation, disclosures of beneficial interests and certificates of tax–and-employment-security compliance, that are required to be completed by parties receiving payments from state agencies) upon Successor Landlord's Mortgagee taking possession of the Premises or otherwise succeeding to the interest interests of Landlord under the Lease. Tenant shallNevertheless, upon demand, 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 have no further obligation and Purchaser from time to time must execute and deliver such instruments evidencing such attornment and the provisions of item 2.(b) as Mortgagee, Purchaser, and Tenant with respect theretomay reasonably require.

Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant acknowledges that Landlord is (a) the assignee of the lessor's interest in that certain Ground Lease dated June 11, 1963 ("Existing Ground Lease") for the land underlying the Building, 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 adornment described in this Section 17.0217.2. 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 have no further obligation to Tenant with respect thereto.

Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such successor landlord ("Successor Landlord Landlord") under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02, including but not limited to an Attornment Agreement, but only if such documents do not materially increase any of Tenant's financial obligations under this Lease and are otherwise in a form reasonably acceptable to Tenant. ConcurrentlyPrior to execution of this Lease, upon written request Landlord agrees to make commercially reasonable efforts to (but will not guarantee that it can) obtain from Tenantthe holders of any Mortgages or ground leases constituting a lien on the Building at the time of Lease execution, an executed and acknowledged subordination, recognition and non-disturbance agreement in a form reasonably acceptable to tenant. Following execution of this Lease, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, make commercially reasonable efforts to (but will not guarantee that it can) obtain from any Successor Landlord an executed and acknowledged subordination, recognition and non-disturbance agreement in a Non-Disturbance Agreement from the Successor Landlordform reasonably acceptable to Tenant. Such Nonsubordination, recognition and non-Disturbance Agreement disturbance agreements may be embodied in the Mortgagee's customary form of Subordination subordination and Nonnon-Disturbance Agreementdisturbance agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Nonsubordination, recognition and non-Disturbance Agreement disturbance agreement from any such MortgageeMortgagee or Successor Landlord, Landlord shall have no further obligation to Tenant with respect thereto. Tenant agrees to pay Landlord, within ten (10) calendar days of receipt of written demand therefore, as additional rent, an amount equal to all costs and expenses paid or incurred by Landlord in connection with Landlord's attempt to comply with this Section 17.02, including, without limitation, legal fees, processing costs and any other administrative expenses (which legal fees, processing costs and other administrative expenses shall not exceed $1,000 per occurrence.)