Common use of Attornment Clause in Contracts

Attornment. Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender To the extent expressly required under the leases in existence on the Issue Date, the Trustee, on behalf of the Holders of the Notes, hereby acknowledges and Tenant agree agrees that if Lender shall succeed the Liens granted pursuant to the Security Documents are subject to the rights of Landlord certain lessees under such leases (and expressly required thereunder) and will be subject to the rights of lessees under any leases entered into by the Company or any Subsidiary Guarantor after the date hereof which are permitted pursuant to this Indenture (collectively, the "Leases") subject to the express rights contained in the applicable lease. The rights of the tenants under the Lease leases to the leased premises shall not be unreasonably affected by the exercise by the Trustee (or shall become the owner Collateral Agent or other representative of the Property by reason Holders under any Security Document) of the foreclosure any of their rights under this Indenture or any of the Security Instruments Documents, nor shall any such tenant be in any other way deprived of its rights under the applicable lease except in accordance with the terms of such lease. In the event that the Trustee (or the acceptance of a deed any Collateral Agent or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner other representative of the PropertyHolders under any Security Document) succeeds to the interest of the Company or any Subsidiary Guarantor under a Lease, the such Lease shall not be terminated or affected thereby but except as set forth herein or therein, and any sale of the applicable leased premises by the Trustee (or the Collateral Agent or other representative of the Holders under any Security Document) under or pursuant to the judgment of any court in an action to enforce the remedies provided for in the Indenture or any of the Security Documents shall continue be made subject to such Lease and the rights of such tenant expressly set forth thereunder. If the Trustee (or the Collateral Agent or other representative of the Holders under any Security Document) succeeds to the interests of the Company or a Subsidiary Guarantor in full force and effect as a direct to the applicable leased premises or under such lease between Lender or enters into possession of such leased premises, the Trustee or such Collateral Agent or other representative and Tenant upon such tenants shall be bound to each other under all of the express terms, covenants and conditions set forth in of such lease, as if the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept Trustee or such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, Collateral Agent or other casualty representative was originally the Company or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except Subsidiary Guarantor as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebylessor thereunder.

Attornment. Lender and Tenant agree that For the purposes of this Section, the term "SUCCESSOR LANDLORD" shall mean the Superior Lessor or Superior Mortgagee if Lender shall succeed the same succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease or shall become by virtue of having purchased the owner Land and the Building at a foreclosure sale. At the request of a Successor Landlord and upon such Successor Landlord's written agreement to accept Tenant's attornment, and to not disturb Tenant's quiet possession of the Property Premises, Tenant shall attorn to and recognize such Successor Landlord as Tenant's Landlord under this Lease and shall promptly execute and deliver an instrument in the form attached as EXHIBIT F-1 (Construction Lender) or EXHIBIT F-2 (Permanent Lender) or any other instrument that such Successor Landlord may reasonably request to evidence such attornment and approved by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseTenant, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease which approval shall not be terminated or affected thereby but unreasonably withheld. Upon such attornment this Lease shall continue in full force and effect as a direct lease between Lender the Successor Landlord and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided this Lease except that the provisions of the Security Instrument Successor Landlord shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable not: (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) be liable for any previous act or omission of Landlord under this Lease except that Tenant shall retain all rights and remedies available to Tenant at law or pursuant to the Lease against Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and ; (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsetsoffset, defenses, abatements deficiency or counterclaims defense which theretofore shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lenderoffsets or defenses arise out of acts or omissions of Successor Landlord, and provided further, that nothing herein shall limit Tenant's offsets or defenses which shall accrue to Tenant against Successor Landlord during the time Successor Landlord holds title to or has possession of the Premises for breach of the maintenance and repair responsibilities or for breach of the covenant of quiet enjoyment under the Lease, or for any offsets or defenses which arise therefrom; (giii) be bound by any payment previous modification of rents, additional rents this Lease or other sums which Tenant may have paid by any previous prepayment of more than one (1) month in advance to any prior Landlord month's Base Rent, unless (i) such sums are actually received by Lender modification or (ii) such prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of by lenderwhich the Successor Landlord shall have succeeded to the right of Landlord under this Lease; (hiv) intentionally omittedbe liable for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises required under this Lease, or any expansion or rehabilitation of existing improvements upon the Premises, or for restoration of improvements following any casualty not required to be insured under this Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (iv) bound be liable for the right and claim under this Lease in, to and upon any award or other compensation heretofore or hereafter to be made for any taking by eminent domain of any agreement materially amendingpart of the Premises, modifying or terminating the Lease made without Lender’s prior written consent prior and as to the time Lender succeeded right of disposition thereof, the same shall be in accordance with the provisions of any Superior Lease or Superior Mortgage; (vi) be liable for any right and claim under this Lease in, to Landlord’s interest except and upon any proceeds payable under all policies of fire and rent insurance upon the Premises and as otherwise specifically provided to the right of disposition thereof, the same shall be in accordance with the terms of any Superior Lease or Superior Mortgage; (vii) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of any Superior Mortgage and the execution of this Lease or any lien or judgment which may arise at any time under the terms of this Lease; or (jviii) bound by be liable for the return of any indemnification or obligations contained in security deposit which was not actually transferred to the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebySuccessor Landlord.

Attornment. Lender Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and Tenant agree that if Lender shall succeed attorn to any person succeeding to the rights interest of Landlord under the Lease or shall become the owner in respect of the Property land and the buildings governed by reason of the this Lease upon any foreclosure of any Mortgage upon such land or buildings or upon the Security Instruments or the acceptance execution of a any deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender such Mortgage. Tenant shall not be (a) obligated to complete any initial construction work pay all rental payments required to be done by Landlord made pursuant to the provisions terms of this Lease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self- operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. If requested, Tenant shall execute and deliver an instrument or to reimburse Tenant instruments confirming its attornment as provided for any construction work done by Tenant (herein; provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, that no such Mortgagee or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender successor-in-interest shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, nor for the return of any sums which Tenant may have paid to Landlord under this Lease as and for security deposits, advance rentals or otherwise, except to any prior Landlord unless (i) the extent that such sums are actually received delivered by Lender or (ii) such prepayment shall have been expressly approved of Landlord to Mortgagee. If Mortgagee, by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior succeeding to the time Lender succeeded interest of Landlord under this Lease, should become obligated to perform the covenants of Landlord hereunder, then, upon, any further transfer of Landlord’s interest except by Mortgagee, all such obligations shall terminate as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyMortgagee.

Attornment. Lender If Landlord’s interest in the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser (except as may be required pursuant to any applicable SNDA then in effect as required under Section 15.1 above) and Tenant agree that if Lender shall succeed subject to the rights provisions of Section 15.1, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or shall become the owner surrender possession of the Property by reason Premises upon the transfer of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseLandlord’s interest. Upon such attornment, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender the mortgagee and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the this Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided except that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender mortgagee shall not (except as may be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions terms and conditions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth applicable SNDA then in the Lease); (beffect under Section 15.1 above) liable be (i) for Landlord’s failure liable in any way to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) Tenant for any act or omission omission, neglect or default on the part of Landlord, whether prior to or after such foreclosure or sale Landlord under this Lease (provided, however, the foregoing nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) shall not relieve the Lender of the continuing obligations required of the responsible for any monies owing by or on deposit with Landlord under the Lease); (c) required to make any repairs to the Property or credit of Tenant (except to the premises demised under the Lease required as a result of fireextent any such deposit is actually received by such mortgagee), or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (eiii) subject to any offsets, defenses, abatements counterclaim or counterclaims setoff which shall have theretofore accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; Landlord, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (giv) bound by any payment amendment or modification of rentsthis Lease subsequent to such mortgage, additional rents or other sums which Tenant may have paid by any previous prepayment of Rent for more than one (1) month month, which was not approved in advance to any prior Landlord unless (i) such sums are actually received writing by Lender the mortgagee, or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by or liable for any agreement materially amendingrepresentations made by Landlord, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord(v) liable beyond mortgagee’s interest except as otherwise specifically provided in the Lease; Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that payment of the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the LeaseTI Allowance, or (iivii) in reliance on provision of otherwise applicable lawrequired to remove any person occupying the Premises or any part thereof, including those permitting private rights of action for contribution, shall not be affected herebyexcept if such person claims under the mortgagee.

Attornment. Lender and Tenant agree that if Lender shall succeed to Notwithstanding the rights generality of the foregoing provisions of Section 18.1, any mortgagee or lessor of Landlord under shall have the Lease right at any time to subordinate any such mortgage or shall become the owner underlying lease to this Lease, or to any of the Property by reason provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of the Security Instruments any such mortgage, or the acceptance sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall, upon request of such mortgagee or any person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale (each a “Successor Landlord”), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of such Successor Landlord, without change in the terms or other provisions of this Lease (or, in the case of a deed permitted sublease, without change in this Lease or assignment in lieu the instrument setting forth the terms of foreclosure or otherwise, such sublease) and the conditions set forth Successor Landlord shall assume all obligations of “Landlord” under this Lease. Notwithstanding the foregoing, in Section 2 above have been met at no event shall the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not Successor Landlord be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound by any payment made by Tenant of rents, additional rents Rent or other sums which Tenant may have paid Additional Rent for more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by Lender or advance, (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amendingtermination, modifying modification, amendment or terminating surrender of the Lease made done without Lenderthe Successor Landlord’s prior written consent prior consent, (iii) liable for any damages or subject to any offset or defense by Tenant to the time Lender succeeded to payment of Rent by reason of any act or omission of any prior landlord (including Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease), or (iiiv) personally or corporately liable, in reliance any event, beyond the limitations on provision landlord liability set forth in Section 25.5 of otherwise applicable lawthis Lease. This agreement of Tenant to attorn to a Successor Landlord shall survive any such foreclosure sale, including those permitting private rights trustee’s sale conveyance in lieu thereof or termination of action for contributionany underlying lease. Tenant shall upon demand at any time, before or after any such foreclosure or termination execute, acknowledge, and deliver to the Successor Landlord any reasonable written instruments and certificates evidencing such attornment as such Successor Landlord may reasonably require; provided, however, that Landlord shall use its reasonable efforts to require that the Successor Landlord provide in such agreement that upon such attornment, as long as Tenant is not in default hereunder, Tenant’s possession of the Premises under this Lease shall not be affected herebydisturbed.

Attornment. Lender Tenant, for itself and Tenant agree its subtenants, agrees that if Lender shall succeed (i) upon delivery to the rights of Landlord under the Lease or shall become the owner of the Property written election of the beneficiary or beneficiaries of any encumbrance affecting the Premises which is superior to this Lease, that such encumbrance shall be deemed subordinate to this Lease, (a) this Lease shall, without the necessity of any further consideration or action whatsoever, be deemed superior to such encumbrance, whether this Lease was executed before or after the execution of such encumbrance, and (b) the beneficiary or beneficiaries of such encumbrance shall have the same rights with respect to this Lease as if this Lease had been executed and delivered prior to execution and delivery of such encumbrance and had thereafter been assigned to such beneficiary or beneficiaries and (ii) if, by reason of Landlord's default under any encumbrance now or hereafter affecting the foreclosure Premises in any way, any or all of Landlord's interest in and to the Premises is terminated, Tenant (a) shall waive all rights at law or in equity now or hereafter in effect to terminate this Lease and surrender Possession of the Security Instruments Premises, (b) shall attorn to the transferee, whether by foreclosure, judicial or the acceptance of a trustees' sale, deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor of any or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of Landlord's interest in or to the termsPremises, covenants (c) shall recognize such transferee and conditions set forth in its transferees as the Landlord under this Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant execute and deliver to Landlord in accordance and to such transferee and its transferees within 10 days after Landlord, such transferee or its transferees, provides Tenant with the Leasewritten notice to do so, except such documents and take such further action as Landlord, such transferee and its transferees may deem necessary or advisable to the extent effect or maintain such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyattornment.

Attornment. Lender and Tenant agree that if Lender If the interest of the Landlord shall succeed be transferred to the rights of Landlord under the Lease Lender or shall become the owner of the Property any other person by reason of the foreclosure Lender's exercise of any of its rights or remedies under the Loan Documents, including, with limitation, the exercise of the Security Instruments power of sale under the Deed of Trust or other proceeding brought to enforce the acceptance rights of a the holder of the Deed of Trust by deed or assignment in lieu of foreclosure or otherwiseby any other method (each such other persons being hereinafter referred to as a "Purchaser"), and the conditions set forth in Section 2 above have been met at Lender or such purchaser succeeds to the time Lender becomes such successor or owner interest of the Lender in the Mortgaged Property, the Lease Tenant shall not be terminated bound to the Lender or affected thereby but such Purchaser, and the Lender or such Purchaser shall continue in full force and effect as a direct lease between Lender and be bound to the Tenant upon under all of the terms, covenants covenants, conditions and conditions set forth warranties under the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option granted in the Lease, with the same force and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations effect as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve if the Lender of the continuing obligations required of or such Purchaser were the Landlord under the 2 124 Lease); (c) required to make any repairs , and the Tenant does hereby attorn to the Property Lender or such Purchaser as its landlord, said attornment to be effective and self-operative without the execution of any further instruments on the part of any parties hereto immediately upon the Lender or such Purchaser succeeding to the premises demised under interest of the Lease required as a result Landlord in the Mortgaged Property. Without limiting the foregoing, within fifteen (l5) business days after written request by the Lender or such Purchaser, the Tenant agrees to execute and deliver to the Lender or such person, any instrument of firefurther assurance reasonably requested by the Lender or such Person to confirm and acknowledge such attornment. Notwithstanding anything to the contrary contained herein, or other casualty or by reason of condemnation unless Lender the Tenant shall be obligated under no obligation to pay rent or any other charges due under the Lease to make the Lender or such repairs,; (d) required to make any capital improvements to Purchaser until the Property Tenant receives written notice from the Lender or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or such Purchaser that it has succeeded to the interest of the Landlord in the Mortgaged Property (or that the Lender has exercised its rights of Landlord under the Lease; (fDeed of Trust) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent and directing where such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not rent should be affected herebydelivered.

Attornment. Lender Tenant further covenants and Tenant agree that if Lender shall succeed agrees to the rights of Landlord under the attorn to and recognize as its landlord hereunder any successor to Landlord's interest in this Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu as result of foreclosure or otherwise, and the conditions set forth conveyance in Section 2 above have been met at the time Lender becomes such successor lieu thereof under any deed of trust or owner of the Property, the Lease shall not be terminated ground or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Leaseunderlying lease, and in that event, this Lease shall continue as a direct lease between the Tenant agrees to attorn to Lender herein and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds successor landlord or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, howeverits successor. In such case, the foregoing shall not limit Lender’s obligation successor to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required 's interest hereunder as a result of fire, foreclosure or other casualty conveyance under such deed of trust or by reason termination of condemnation unless Lender ground or underlying lease (the "Successor") shall not (i) be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound by any payment prepayment of rents, rent or additional rents or other sums which Tenant may have paid rent for more than one (1) month in advance to any prior Landlord unless (i) advance, so that rent shall be payable under this Lease in accordance with its terms, from the date of the date of the foreclosure of such sums are actually received by Lender deed of trust, or termination of the ground or underlying lease, as if such prepayment had not been made, nor (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) be bound by any agreement materially amending, modifying amendment or terminating modification of this Lease or by any waiver or forbearance by any prior lessor (including Landlord) made or given without the Lease made without Lender’s prior written consent of such Successor, nor (iii) be subject to any offsets or defenses which Tenant may have against any prior lessor (including Landlord), nor (iv) be liable for any defaults of any prior lessor (including Landlord). Furthermore, Landlord's mortgagees shall be discharged of any responsibility hereunder to Tenant which may have arisen (by reason of the mortgagee becoming a mortgagee in possession, a lessor or otherwise) after such mortgagee disposes of its interest in the building of which the demised premises forms a part. Tenant hereby agrees not to look to Landlord's mortgagees, as mortgagees, mortgagees in possession, or successor in title to the time Lender succeeded building or to Landlord’s any leasehold interest except as otherwise specifically provided in the land for accountability for any security deposit required or held by Landlord hereunder, unless and to the extent that such sums have actually been received by said mortgagees as security for Tenant's performance of or under this Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that if Lender shall succeed If, at any time prior to the termination of this Lease, the Lessor or Mortgagee, or their successors or assigns, who acquire the interest of Landlord under this Lease through foreclosure action or a deed-in-lieu thereof, whereby the Lessor or Mortgagee succeeds to the rights of Landlord under the this Lease through possession or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance delivery of a new lease or deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met Tenant agrees, at the election and upon request of any such party (hereinafter called the "Successor Landlord"), to attorney fully and completely from time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Leaseto time, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept recognize any such attornmentSuccessor Landlord as Tenant's landlord under this Lease upon the executory terms of this Lease; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provisions of this Section 13.03 shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior inure to the date on which Lender benefit of any such Successor Landlord, shall become apply notwithstanding that. as a matter of law, this Lease may terminate upon the owner termination of the Property, or succeeded to the rights of Landlord under the a Superior Lease, or (ii) for shall be self-operative upon any act or omission of Landlordsuch demand, whether prior and no further instrument shall be required to or after such foreclosure or sale (providedgive effect to said provisions. Tenant, however, upon demand of any such Successor Landlord, agrees to execute any instruments to evidence and confirm the foregoing (i) and (ii) shall not relieve the Lender provisions of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of firethis Section 13.03, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject satisfactory to any offsets, defenses, abatements or counterclaims which shall have accrued to such Successor Landlord acknowledging such attornment and setting forth the terms and conditions of its tenancy and Tenant against hereby constitutes and appoints Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable attorney-in-fact for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance execute any such instrument for and on behalf of Tenant, such appointment being coupled with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyan interest.

Attornment. Lender and In the event of the sale or assignment of Landlord’s interest in the Building, or in the event of any proceedings brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage, or other security instrument made by Landlord covering the Premises, Tenant agree that if Lender shall succeed attorn to the rights assignee or purchaser and recognize such purchaser as Landlord under this Lease. Upon any termination, transfer or assignment of Landlord’s interest in the Premises, Tenant shall, attorn to the person or organization then holding title to the reversion of the Premises (the “Successor”) and to all subsequent Successors, and shall pay to the Successor all of the rents and other monies required to be paid by Tenant hereunder and perform all of the other terms, covenants, conditions and obligations in this Lease contained, and such Successor shall, on or before such termination, transfer or assignment, execute and deliver to Tenant an instrument wherein such Successor agrees to assume the obligation of Landlord under this Lease and agrees that the Lease or shall become the owner tenancy of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease Tenant shall not be terminated disturbed by such Successor. In the event that the Mortgagee succeeds to the interest of Landlord hereunder and is advised by its counsel that all or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all any portion of the termsBase 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, covenants and conditions set forth Mortgagee, as Landlord, shall have the right at any time, from time to time, to notify Tenant in writing of the required changes to the Lease. Tenant shall execute all documents necessary to effect any such amendment within thirty (30) days after written request from Mortgagee, and in that eventas Landlord, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument in no event shall govern with respect to the disposition of any casualty insurance proceeds such amendment increase Tenant’s payment obligations or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the other liability under this Lease, materially adversely affect Tenant’s rights under this Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for reduce Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyhereunder.

Attornment. If Lender and Tenant agree that if Lender shall succeed to or any other subsequent purchaser of the rights of Landlord under the Lease or Property shall become the owner of the Property by reason of the foreclosure of the Security Instruments Instrument or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseby reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as "Purchaser"), and the conditions set forth in Section 2 above have been met at the time Lender Purchaser becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease, Lease and in that event, Tenant agrees to attorn to Lender Purchaser and Lender agrees Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment; and further provided , provided, however, that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender Purchaser shall not be (a) obligated liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (ba "Prior Landlord") liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender Purchaser shall become the owner of the Property, or succeeded provided that the foregoing shall not limit Purchaser's obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the rights date Purchaser shall become the owner of the Property and (ii) violate Purchaser's obligations as Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to cure the foregoing (i) same, all subject to the terms and (ii) shall not relieve the Lender conditions of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (eb) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to in favor of Tenant against any Prior Landlord prior to the date upon which Lender Purchaser shall become the owner of the Property or succeeded to the rights of in connection with a default by any Prior Landlord under the Lease; thereunder, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (gc) bound by any payment of rents, additional rents or other sums Basic Rent which Tenant may have paid more than one (1) month quarter in advance to any prior Prior Landlord unless (i) such sums are actually received by Lender Purchaser or (ii) such prepayment shall have been expressly approved of by lender; Purchaser (hthis subsection (c) intentionally omitted; shall not apply to prepaid Basic Rent paid in accordance with the Lease) (id) bound by any agreement materially amendingterminating or amending or modifying the Basic Rent, modifying term, commencement date or terminating other material term of the Lease Lease, or any voluntary surrender of the Property, made without Lender’s 's prior written consent to the extent such consent is required under the Security Instrument, Note or the other related loan documents or (e) to the extent such consent is required under the Security Instrument, the Note or other related loan documents, bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Lender Purchaser succeeded to Landlord’s 's interest except as otherwise specifically provided in other than any existing today (including, without limitation, the sublease to Science Applications International Corporation for approximately 1,000 square feet on a month-to-month basis, the rooftop licenses to SkyTel Corp., New York SMSA Limited Partnership, MCImetro Access Transmission Services, LLC, Sprint Spectrum L.P. and Nextel of New York Inc. and the license to Toshiba America Research, Inc. for approximately 2,855 square feet) if pursuant to the provisions of the Lease; . Alternatively, upon the written request of Lender or (j) bound by any indemnification its successors or obligations assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign, at Lender's or such successor or assign's cost and expense, for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease with respect (as the same may be amended or modified as mutually agreed to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyand Purchaser).

Attornment. Lender and If Landlord’s interest in the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant agree that if Lender shall succeed shall, at the election of such mortgagee or purchaser, attorn to the rights transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or shall become the owner surrender possession of the Property by reason Premises upon the transfer of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseLandlord’s interest. Upon such attornment, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender the mortgagee and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the this Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided except that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender mortgagee shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (bi) liable (i) for Landlord’s failure in any way to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) Tenant for any act or omission omission, neglect or default on the part of Landlord, whether prior to or after such foreclosure or sale Landlord under this Lease (provided, however, the foregoing nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) shall not relieve the Lender of the continuing obligations required of the responsible for any monies owing by or on deposit with Landlord under the Lease); (c) required to make any repairs to the Property or credit of Tenant (except to the premises demised under the Lease required as a result of fireextent any such deposit is actually received by such mortgagee), or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (eiii) subject to any offsets, defenses, abatements counterclaim or counterclaims setoff which shall have theretofore accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; Landlord, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (giv) bound by any payment amendment or modification of rentsthis Lease subsequent to such mortgage, additional rents or other sums which Tenant may have paid by any previous prepayment of Rent for more than one (1) month month, which was not approved in advance writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to any prior be done by the Landlord unless (i) such sums are actually received under this Lease to render the Premises ready for occupancy by Lender the Tenant or the payment of the Finish Work Allowance, or (iivii) required to remove any person occupying the Premises or any part thereof, except if such prepayment person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall have been expressly approved prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by lender; or under common control with Landlord, a purchaser at a foreclosure sale (ha “Successor”) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating succeeds to the Lease made without Lender’s prior written consent interest of Landlord prior to the time Lender succeeded completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to Landlordsend written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s interest except as otherwise specifically provided in first payment towards the Lease; or Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (ja “Succession Election Notice”) bound by any indemnification or obligations contained in the Lease with respect within sixty (60) days following notice of such acquisition, to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant either (iI) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the terminate this Lease, or (iiII) continue this Lease, deposit such Excess Costs in reliance escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on provision behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable lawprovisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, including those permitting private rights of action for contribution, shall not be affected herebyas applicable.

Attornment. Lender and Tenant agree that if Lender shall succeed If at any time prior to the rights expiration of Landlord under the Term, any Superior Lease shall terminate or shall become the owner be terminated for any reason or any Mortgagee comes into possession of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure estate created by any Superior Lease by receiver or otherwise, and the conditions set forth in Section 2 above have been met Tenant agrees, at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force election and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition demand of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded of the Lessor, or of any Mortgagee in possession of the Property, to attorn, from time to time, to any such owner, Lessor or Mortgagee or any person acquiring the rights interest of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fireany such termination, or other casualty as a result of a foreclosure of the Mortgage or the granting of a deed in lieu of foreclosure, then upon the executory terms and conditions of this Lease, subject to the provisions of Section 13.1 herein, for the remainder of the Term, provided that such owner, Lessor or Mortgagee, as the case may be, or receiver caused to be appointed by reason any of condemnation unless Lender the foregoing, shall then be entitled to possession of the Premises. The provisions of this Section shall inure to the benefit of any such owner, Lessor or Mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any Superior Lease, and shall be obligated under the Lease to make self-operative upon any such repairs,; (d) demand, and no further instrument shall be required to make give effect to said provisions. Tenant, however, upon demand of any capital improvements such owner, Lessor or Mortgagee, shall execute, at Tenant’s expense, from time to time, instruments provided by Landlord, in recordable form, in confirmation of the Property or foregoing provisions of this Section, reasonably satisfactory to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject Tenant and to any offsetssuch owner, defensesLessor or Mortgagee, abatements or counterclaims which acknowledging such attornment and setting forth the terms and conditions of its tenancy. Nothing contained in this Section shall have accrued be construed to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound impair any right otherwise exercisable by any payment of rentssuch owner, additional rents Lessor 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyMortgagee.

Attornment. Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or shall become the owner Upon any conveyance of the Property by reason of the foreclosure of the Security Instruments Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and if the conditions set forth in Section 2 above have been met at the time Lender becomes of such successor or owner transfer or, if such conditions have not been met at such time, at the option of the Propertytransferee of the Property (the “Transferee”), the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease, Lease and in that event, Tenant agrees to attorn to Lender the Transferee and Lender agrees the Transferee by virtue of its acquisition of the Property shall be deemed to have agreed to accept such attornment; and further provided , provided, however, that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender Transferee shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date (the “Transfer Date”) on which Lender the Transferee shall become the owner of the PropertyProperty (such obligations, or succeeded to the rights of Landlord under the Lease, “Landlord’s Obligations”) or (ii) for any act or omission of Landlord, Landlord (whether prior to or after such foreclosure or sale (sale); provided, however, the foregoing that nothing contained in clauses (i) and (ii) above shall not relieve exculpate, or be construed as exculpating, the Lender Transferee from liability for any default of the continuing obligations required of the Landlord under the Lease); Lease continuing after the Transfer Date, (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (eb) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender Transfer Date; provided, however, that the Transferee shall become be subject to such offsets, defenses, abatements and counterclaims in favor of Tenant as are expressly permitted pursuant to the owner terms of the Property or succeeded Lease, including, without limitation, any offsets available to the rights of Landlord under Tenant with respect to Landlord’s FAOP Contribution and Landlord’s SAOP Contribution (as such terms are defined in the Lease; ), (fc) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent Lease unless such sums are actually received by Lender; or credited to the Transferee, (gd) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance of their date due pursuant to any prior the provisions of the Lease to Landlord unless (i) such sums are actually received by Lender or credited to the Transferee or such sums are an estimated payment against annual pass-through charges, or (ii) such prepayment shall have been expressly approved of by lender; the Transferee, (h) intentionally omitted; (ie) bound by any agreement materially amending, modifying or terminating the Lease made without Lenderthe Agent’s prior written consent prior to the time Lender succeeded Transfer Date, except for any such agreements made pursuant to Landlordprovisions of the Lease which contemplate the making of such agreements, and (f) liable for any tenant improvement allowance payable to Tenant as reimbursement for the costs incurred by Tenant in preparing the premises demised under the Lease for Tenant’s interest except occupancy. Notwithstanding the foregoing, in no event shall the Transferee be liable to make any out-of-pocket payments to Tenant in order to reimburse Tenant for any overpayments of additional rent with respect to escalations in Expenses (as otherwise specifically provided such term is defined in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims and/or real estate taxes made by Tenant to Landlord prior to the Transfer Date, so long as the Transferee, at least twenty (i20) other than days prior to the Transfer Date, requests Tenant in reliance on writing to inform the Transferee of any asbestos, environmental, or hazardous substances indemnification or obligations in such amounts that may be payable to Tenant pursuant to the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, Lease and Tenant fails to do so before the Transfer Date and provided further that the foregoing shall not be affected herebydeemed to abrogate Tenant’s audit rights under the Lease. If, as a result of any such audit, any such reimbursements are determined in accordance with the terms of the Lease to be due and payable to Tenant, Tenant shall have the right to offset the amount thereof against the next installment(s) of fixed annual rent payable under the Lease and in no event shall the Transferee be liable to make any out-of-pocket payments to Tenant on account thereof.

Attornment. Lender and Tenant agree that if Lender shall succeed to In the rights of Landlord under event any proceedings are brought for the Lease foreclosure of, or shall become in the owner event of the Property conveyance by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure of, or otherwise, and in the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner event of exercise of the Propertypower of sale under, any mortgage or other security instrument made by Landlord affecting the Building or any portion thereof, or in the event that Landlord sells, conveys or otherwise transfers its interest in the Building or any portion thereof, or in the event a ground lease or underlying lease affecting the Premises is terminated, this Lease shall not be terminated or affected thereby but shall continue remain in full force and effect and at the option of the new owner (or lessor, as applicable), Tenant shall attorn to, and hereby covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner (or lessor, as applicable) upon the request of new owner (or lessor, as applicable) whereby Tenant attorns to such successor-in-interest and recognizes such successor-in-interest as Landlord under this Lease. Payment by or performance of this Lease by any person, firm or corporation claiming an interest in this Lease or the Premises by, through or under Tenant without Landlord’s (or such new owner’s, as applicable) consent in writing shall not constitute an attornment or create any interest in this Lease or the Premises. If any mortgage is foreclosed, or Landlord’s interest under this Lease is conveyed or transferred in lieu of foreclosure: neither the mortgagee nor any person or entity acquiring title to the Building as a direct lease between Lender and Tenant upon all result of foreclosure or trustee’s sale, nor any successor or assign of either of the termsforegoing, covenants and conditions set forth shall be unless otherwise agreed in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable writing (i) liable for Landlord’s failure or obligated to perform cure any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, default by Landlord or succeeded to the rights of Landlord under the Lease, or (ii) liable for any act or omission of LandlordLandlord (except those of a continuing nature), whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender bound by or liable for any payment of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease Rent which Landlord may have agreed to makebeen made more than thirty (30) days before the due date of such installment, but had not completed; (eiii) subject to any offsets, defenses, abatements defense or counterclaims offset which shall Tenant may have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner payment of the Property Rent or succeeded to the rights of other performance under this Lease arising from any default by Landlord under the Lease; (f) liable except for the return of rental security depositsthose abatement rights, if any, paid by Tenant to Landlord expressly set forth in accordance with the this Lease), except to the extent such sums are actually received by Lender; (giv) bound by any payment amendment or modification to this Lease made without the consent 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 Lender mortgagee or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (iv) bound by any agreement materially amending, modifying warranty or terminating the Lease made without Lender’s prior written consent prior representation of Landlord relating to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the work performed by Landlord under this Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. In the event of foreclosure of the Lease now provided thereunder, it is agreed that notwithstanding the subordination of the Lease provided for herein, Tenant shall attorn to Lender or Purchaser and recognize Lender or Purchaser as Tenant’s landlord under the Lease, and so long as Tenant agree that if Lender shall succeed to is in possession of the rights of Landlord premises demised under the Lease or shall become the owner and is not in default under any of the Property by reason terms, covenants and conditions of the foreclosure of the Security Instruments Lease beyond any applicable grace or the acceptance of a deed cure period, Lender or assignment in lieu of foreclosure or otherwisePurchaser shall recognize and accept Tenant as its tenant thereunder, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, whereupon the Lease shall not continue, without further agreement (but with prior notice to Tenant of the identity and notice information of the new Landlord, which notice shall be terminated or affected thereby but shall continue binding on the prior Landlord without Tenant having the obligation to verify the accuracy of such notice), in full force and effect as a direct lease between Lender or Purchaser and Tenant for the remaining term thereof, together with all extensions and renewals now provided thereunder, upon all of the same terms, covenants and conditions set forth in the Leaseas therein provided, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant subject to the provisions contained in Section 4 and Section 8 below, and Tenant shall thereafter make all rent payments directly to either Lender or Purchaser, as the case may be, subject to the limitations and other provisions contained in Section 4 and Section 8 below. Landlord hereby agrees that such payments shall satisfy Tenant’s rent obligations to the extent of the Lease or such payments made to reimburse Lender. Landlord hereby irrevocably authorizes and directs Tenant for any construction work done by Tenant (provided, however, to make the foregoing shall not limit Lender’s obligation payments to complete repair Lender upon such notice and maintenance obligations demand without the need to inquire of Landlord as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date validity of such notice or any contrary notice or direction from Landlord, and hereby releases and discharges Tenant of and from all liability to Landlord on which account of any such payments. Such attornment as provided herein shall be self-operative without further aid or execution of further instruments by parties to this Agreement, immediately upon Lender shall become the owner of the Property, or succeeded Purchaser succeeding to the rights interest of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that if Lender If any mortgagee (or its nominee or designee) shall succeed to the rights of Landlord under the Lease hereunder through possession or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a action, deed or assignment in lieu of foreclosure or otherwise, and or another person purchases the conditions set forth Property or the portion thereof containing the Premises upon or following foreclosure or in Section 2 above have been met connection with any bankruptcy case commenced by or against Landlord, then at the time Lender becomes request of Landlord’s mortgagee (or its nominee or designee) or such successor or owner of the Propertypurchaser (Landlord’s mortgagee, the its nominees and designees, and such purchaser, and their respective successors and assigns, each being a “Successor Landlord”), Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord hereunder and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall not be terminated or affected thereby but shall continue in full force and effect as, or as if it were, a direct lease between Lender Successor Landlord and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the LeaseLease except as otherwise provided below; provided, however, that such Successor Landlord may at any time elect to terminate this Lease in its sole discretion. Any such termination shall be followed by a period not to exceed one hundred twenty (120) days during which Tenant shall reasonably cooperate with Successor Lender and any hotel operator selected by Successor Landlord to transition the operation of the Premises. If this Lease shall have terminated by operation of law or otherwise as a result of or in that eventconnection with a bankruptcy case commenced by or against Landlord or a foreclosure action or proceeding or delivery of a deed in lieu thereof, upon request of Successor Landlord, Tenant agrees to attorn to Lender shall, promptly execute and Lender agrees to accept such attornment; deliver a direct lease with Successor Landlord which direct lease shall be on substantially the same terms and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be conditions as this Lease (a) obligated to complete any initial construction work required to be done by Landlord pursuant subject, however, to the provisions of following clauses (a)-(e) of this Section 3) and shall be effective as of the day this Lease or to reimburse Tenant for any construction work done by Tenant (provided, howevershall have terminated as aforesaid. Notwithstanding the continuation of this Lease, the foregoing attornment of Tenant thereunder or the execution of a direct lease between Successor Landlord and Tenant as aforesaid, Successor Landlord shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.not:

Attornment. Lender This Lease may at Landlord's option, be subordinate to any ground lease, mortgage, deed of trust or other hypothecation or security now or hereafter placed upon the real property of which the Premises are a part, and Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or shall become the owner any and all advances made on a security thereof, and to all renewals, modifications, consolidations, replacements, and extensions thereof Notwithstanding such subordination, Tenant's right to quiet possession of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease Premises shall not be terminated or affected thereby but disturbed if Tenant is not in default and so long as Tenant shall continue in full force pay the rent and effect as a direct lease between Lender observe and Tenant upon perform all of the terms, covenants and conditions set forth in the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease prior to the lien of its mortgage, deed of trust, or ground lease, and in that eventshall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior to or subsequent to the date of said mortgage, deed of trust or ground lease, or the date of recording thereof Tenant agrees to attorn execute any and all documents required to Lender and Lender agrees effectuate an attornment, a subordination or to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect make this lease subsequent to the disposition hen of any casualty insurance proceeds mortgage, deed of trust or condemnation awards and Lender shall not be ground lease, as the case may be. Tenant's failure to execute such documents within ten (a10) obligated to complete any initial construction work required to be done days after written demand by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done shall constitute a material default by Tenant (providedhereunder, howeveror, the foregoing at Landlord's option, Landlord shall not limit Lender’s obligation to complete repair and maintenance obligations execute such documents on behalf of Tenant as set forth Tenant's attorney in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Propertyfact. For that purpose, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to Tenant does hereby make, but had not completed; (e) subject constitute and irrevocable appoint Landlord as Tenant's attorney in fact and in Tenant's name, place and stead, to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord execute such documents in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebythis paragraph.

Attornment. Lender and Tenant agree that if Lender shall succeed to If the rights interest of Landlord under the Lease or shall become the owner of the Property be transferred by reason of the foreclosure or other proceedings for enforcement of the Security Instruments or Mortgage, pursuant to the acceptance taking of a deed or assignment in lieu of foreclosure (or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor similar device) or owner as a result of the Propertyexercise of any power of sale under the Mortgage, Tenant shall be bound to the Successor and, except as provided herein, the Lease Successor shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon bound to Tenant, under all of the terms, covenants and conditions set forth in of the Lease for the balance of the term thereof remaining, with the same force and effect as if the Successor were the landlord, and Tenant does hereby (i) agree to attorn to the Successor as its landlord, (ii) affirm its obligations under the Lease, and in that event(iii) agree to make payments when due of all sums due under the Lease to the Successor, said attornment, affirmation and agreement to be effective and self-operative upon Tenant agrees to attorn to Lender and Lender agrees to accept the Successor without the execution of any further instruments. Tenant shall, at the request of Successor, execute, acknowledge and deliver such attornment; and further provided that commercially reasonable instruments evidencing such attornment as are reasonably desired by the Successor. Tenant waives the provisions of the Security Instrument shall govern with respect any statute or rule of law now or hereafter in effect that may give or purport to the disposition of give it any casualty insurance proceeds right or condemnation awards and Lender shall not be (a) obligated election to complete any initial construction work required to be done by Landlord pursuant to the provisions of terminate or otherwise adversely affect the Lease or to reimburse the obligations of Tenant for thereunder by reason of any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth foreclosure or similar proceeding. Anything in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender contrary notwithstanding, in the event that a Successor shall become the owner of the Property, or succeeded succeed to the rights interests of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which Successor shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security depositsno obligation, nor incur any liability, beyond its then interest, if any, paid by in the Premises and Tenant shall look exclusively to Landlord such interest of the Successor, if any, in accordance with the Premises for the payment and discharge of any obligations imposed upon the Successor hereunder or under the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease agrees that with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made any judgment which may be obtained by Tenant (i) other than in reliance on any asbestosagainst the Successor, environmental, Tenant shall look solely to the estate or hazardous substances indemnification or obligations interest owned by the Successor in the Lease, Premises and Tenant will not collect or (ii) in reliance on provision attempt to collect any such judgment out of otherwise applicable law, including those permitting private rights any other assets of action for contribution, shall not be affected herebythe Successor.

Attornment. If Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or shall become the owner of the Mortgaged Property or the Mortgaged Property shall be sold by reason of non-judicial or judicial foreclosure or other proceedings brought to enforce the foreclosure of the Security Instruments Mortgage or the acceptance of a Mortgaged Property shall be conveyed by deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Propertyforeclosure, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease Lease between Tenant and Lender and Tenant upon all (or other purchaser of the termsMortgaged Property, covenants who shall succeed to the rights and duties of Landlord), provided that the conditions and agreements of non-disturbance and other agreements as set forth in Paragraph 2 of this Agreement above are met and provided that Lender (or other purchaser of the Mortgaged Property) performs all obligations of the landlord under the Lease arising from and after the date Lender (or other purchaser of the Mortgaged Property) acquires title to the Property. In such event, Tenant shall attorn to Lender or such purchaser, as the case may be, upon any such occurrence and shall recognize Lender or such purchaser, as the case may be, as the landlord under the Lease. Such attornment shall be effective and self-operative without the execution of any further instrument on the part of any of the parties hereto. Tenant agrees, however, to execute and deliver at any time and from time to time, upon the request of Lender or of any holder(s) of any of the indebtedness or other obligations secured by the Mortgage or any such purchaser, any instrument or certificate which, in the sole reasonable judgment of the requesting party, is necessary or appropriate, in connection with any such foreclosure or deed in lieu of foreclosure or otherwise, to evidence such attornment, which instrument or certificate shall be in form and content reasonably acceptable to Tenant. Tenant hereby waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect the Lease and the obligations of Tenant thereunder as a result of any such foreclosure or deed in lieu of foreclosure. The respective rights and obligations of Tenant and Lender upon such attornment, to the extent of the then remaining balance of the Term, shall be and are the same as are then set forth in the Lease, Lease between Tenant and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that if Lender shall succeed to In the rights event of Landlord under a termination or expiration of the Master Lease or shall become the owner rejection of the Property Master Lease by reason of Lessor as debtor in possession or Lessor’s trustee in bankruptcy, Lessee shall have the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseright and, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner option of the PropertyMaster Lessor, the shall be obligated to attorn to and recognize Master Lessor as Lessee’s lessor under this Lease, in either of which events this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender Lessee and Tenant Master Lessor, upon all the terms and conditions of this Lease (including without limitation any rights to extend the term of this Lease) inasmuch as Master Lessor has agreed in such event to recognize this Lease and the rights of Lessee hereunder and not to disturb the possession of Lessee in and to the Premises, all in accordance with the terms and conditions of this Lease. Any such attornment shall be effective and self-operative as of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept date of such attornment; and further provided that the provisions termination or expiration of the Security Instrument shall govern with respect to Master Lease without the disposition execution of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (further instrument; provided, however, that upon the foregoing request of Master Lessor, Lessee shall not limit Lender’s obligation execute and deliver any such instruments in recordable form as shall be satisfactory to complete repair Master Lessor to evidence such attornment. Such attornment shall provide Master Lessor with all rights of Lessor under this Lease and maintenance obligations as set forth in Lessee shall be obligated to the Lease); (b) liable (i) for Landlord’s failure Master Lessor to perform any all of the obligations of Lessee hereunder. Master Lessor shall have no liability to Lessee nor shall the performance by Lessee of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the this Lease, or (ii) for any act or omission of Landlord, whether prior to or after any such foreclosure attornment, be subject to any defense, counterclaim or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or setoff by reason of condemnation unless Lender any default by Lessor in the performance of any obligation to be performed by Lessor under this Lease. The provisions of this paragraph shall be obligated under survive the Lease to make such repairs,; (d) required to make any capital improvements to the Property termination or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner expiration of the Property Master Lease or succeeded to the rights of Landlord under the this Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that For the purposes of this Section, the term "Successor ---------- Landlord" shall mean the Superior Lessor or Superior Mortgagee if Lender shall succeed the same succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease or by virtue of having purchased the Land and the Building at a foreclosure sale. The Successor Landlord shall become accept Tenant's attornment, assume Landlord's obligations under the owner Lease, and shall not disturb Tenant's quiet possession of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, Premises. Tenant shall attorn to and the conditions set forth in Section 2 above have been met at the time Lender becomes recognize such successor or owner of the Property, the Successor Landlord as Tenant's Landlord under this Lease and shall not be terminated or affected thereby but promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a direct lease between Lender the Successor Landlord and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided this Lease except that the provisions of the Security Instrument Successor Landlord shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable not: (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) be liable for any previous act or omission of Landlord under this Lease except that Tenant may terminate the Lease if the Successor Landlord fails to cure any continuing breach of this Lease caused by the Landlord, whether 's prior to acts or after such foreclosure or sale (provided, however, the foregoing (i) and omissions within a reasonable period of time; (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsetsoffset, defenses, abatements deficiency or counterclaims defense which theretofore shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the LeaseLandlord; (fiii) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) be bound by any payment previous modification of rents, additional rents this Lease or other sums which Tenant may have paid by any previous prepayment of more than one (1) month in advance to any prior Landlord month's Base Rent, unless (i) such sums are actually received by Lender modification or (ii) such prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee whose name and address shall previously have been furnished to Tenant and through or by reason of by lenderwhich the Successor Landlord shall have succeeded to the right of Landlord under this Lease; (hiv) intentionally omittedbe liable for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises required under this Lease, or any expansion or rehabilitation of existing improvements upon the Premises, or for restoration of improvements following any casualty not required to be insured under this Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (iv) bound by be liable for any agreement materially amendinglien, modifying right, power or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided interest, if any, which may have arisen or intervened in the period between the recording of any Superior Mortgage and the execution of this Lease or any lien or judgment which may arise at any time under the terms of this Lease; or (jvi) bound by be liable for the return of any indemnification or obligations contained in security deposit which was not actually transferred to the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebySuccessor Landlord.

Attornment. Lender and Tenant agree that if Lender shall succeed Upon the written request of any person or party succeeding to the rights interest of Landlord under the Lease or this Lease, Tenant shall automatically become the owner tenant of and attorn to such successor in interest without any change in any of the Property by reason terms of the foreclosure of the Security Instruments or the acceptance of a deed or assignment this Lease. No successor in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease interest shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid Rent for more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved advance, except payments of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating security for the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made performance by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or of Tenant's obligations in the under this Lease, or (iib) subject to any offset, defense or damages arising out of a default or any obligations of any preceding Landlord. Neither Landlord's Mortgagee nor its successor in reliance on provision interest shall be bound by any amendment of otherwise applicable lawthis Lease entered into after Tenant has been given written notice of the name and address of Landlord's Mortgagee and without the written consent of Landlord's Mortgagee or such successor in interest, including those permitting private rights of action for contribution, not to be unreasonably withheld or delayed. Any transferee or successor-in-interest shall not be affected herebyliable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit except for deposits actually paid to the successor or transferee. Tenant agrees to give written notice of any default by Landlord to the holder of any Mortgage. Tenant further agrees that, before it exercises any rights or remedies under the Lease, other than Rent abatement as expressly provided herein, the holder of any Mortgage or other successor-in-interest shall have the right, but not the obligation, to cure the default within the same time, if any, given to Landlord to cure the default, plus an additional thirty (30) days. The subordination, attornment and mortgagee protection clauses of this Section 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord's Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor by Landlord or Landlord's Mortgagee and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such commercially reasonable instruments as requested by Landlord or Landlord's Mortgagee to confirm the same. Tenant shall from time to time, if so requested by Landlord and if doing so will not materially and adversely affect Tenant's economic interests under this Lease, join with Landlord in amending this Lease so as to meet the needs or requirements of any lender that is considering making or that has made a loan secured by all or any portion of the Complex.

Attornment. Lender Tenant shall at Landlord's request within ten (10) business days of request, promptly execute any requisite or appropriate document confirming the foregoing subordination. If Tenant fails to execute and deliver any such certificate or other document within such ten (10) business day period, Tenant agree shall pay Landlord as additional rent the sum of Five Thousand Dollars ($5,000) for each day after the tenth (10th) business day that if Lender shall succeed Tenant has not executed and delivered such document. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant's obligations hereunder in the rights of Landlord under event any foreclosure proceeding is prosecuted or completed or in the Lease event the Building, the Project or shall become the owner of the Property Landlord's interest therein is transferred by reason of the foreclosure of the Security Instruments or the acceptance of a foreclosure, by deed or assignment in lieu of foreclosure or otherwise. If this Lease is not extinguished upon any such transfer or by the transferee following such transfer, and the conditions set forth in Section 2 above have been met then, at the time Lender becomes request of such successor or owner of transferee, Tenant shall attorn to such transferee and shall recognize such transferee as the Propertylandlord under this Lease. Tenant agrees that upon any such attornment, the Lease such transferee shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be be: (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound by any payment of rents, the Base Rent or additional rents or other sums which Tenant may have paid rent more than one (1) month in advance advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to any prior Landlord unless (i) the extent such sums are actually received by Lender or (ii) such prepayment shall prepayments have been expressly approved of by lenderdelivered to such transferee; (h) intentionally omitted; (ib) bound by any agreement materially amending, modifying or terminating the amendment of this Lease made without Lender’s the consent of the holder of each Mortgage existing as of the date of such amendment; (c) liable for damages for any breach, act or omission of any prior written consent landlord, except for the payment of the Landlord's Contribution and except for any breach of any prior landlord which continues after such transferee has acquired title to the time Lender succeeded to Building, the Project or Landlord’s 's interest except as otherwise specifically provided in the Leasetherein; or (jd) bound by subject to any indemnification offsets or defenses which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord's interest under this Lease, such transferee shall agree to perform in accordance with the terms of this Lease all obligations of Landlord arising after the date of transfer and provided further Tenant shall have received the Landlord's Contribution. Within five (5) days after the request of such transferee, Tenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment. Notwithstanding anything contained in herein to the contrary, should the holder of any Mortgage desire that this Lease be subordinate to such Mortgage such holder shall enter into a Subordinaton, Attornment and Non-Disturbance Agreement, incorporating the above terms with respect to asbestosany attornment, environmental or hazardous substances and providing that said holder shall agree that provided however that an Event of Default is not in existence hereunder, said holder shall terminate this Lease nor disturb Tenant's use and possession of the liability of Lender with respect Premises according to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the this Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseIf, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the so long as this Lease shall not be terminated or affected thereby but shall continue is in full force and effect as a direct lease between Lender and Tenant upon all effect, then, subject to the terms of the termsapplicable SNDA: (a) this Lease shall remain in full force, covenants and conditions notwithstanding (i) a default under the mortgage by Landlord, (ii) failure of Landlord to comply with this Lease, provided such mortgagee cures such non-compliance within the time requirements set forth in the SNDA, (iii) a defense to which Tenant might be entitled against Landlord under this Lease, and in that event, Tenant agrees subject to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions duty of the Security Instrument shall govern mortgagee to remedy, cure or mitigate, all if and to the extent provided in the SNDA or (iv) any bankruptcy or similar proceedings with respect to the disposition of any casualty insurance proceeds or condemnation awards Landlord, if and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth extent provided in the Lease)SNDA; (b) liable (i) for Landlord’s failure if any such mortgagee shall become possessed of the Premises, Tenant shall be obligated to perform any such mortgagee to pay to it the rentals and other charges due hereunder and thereafter comply with all the terms of its obligations under the this Lease which so long as all Landlord defaults have accrued prior been cured as required herein, if and to the date on which Lender shall become extent provided in the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) SNDA and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make if any repairs to the Property mortgagee or to the premises demised under the Lease required as purchaser, at a result of fire, private or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender public sale shall become the owner possessed of the Property Premises, Tenant shall, without charge, attorn to such mortgagee or succeeded to the rights of purchaser as its landlord under this Lease so long as all Landlord under the Lease; (f) liable for the return of rental security depositsdefaults have been cured as required herein, if any, paid by Tenant to Landlord in accordance with the Lease, except and to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained SNDA. Tenant agrees that in the Lease with respect to asbestosevent Landlord is in default under this Lease, environmental any mortgagee or hazardous substances provided however that the liability trustee under a deed of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations trust of Landlord's interest in the Premises shall be permitted (but not required) to enter the Premises for the purpose of correcting or remedying such default, and Tenant agrees to accept performance by such mortgagee or trustee in lieu of performance by Landlord, if and to the extent timely performed as provided in the SNDA. Tenant further agrees that, from and after written notice from Landlord of the name and address of any mortgagee or trustee, Tenant will contemporaneously deliver notice to any such mortgagee or trustee of a default by Landlord under this Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that For the purposes of this Section, the term "Successor ---------- Landlord" shall mean the Superior Lessor or Superior Mortgagee if Lender shall succeed the same succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease or by virtue of having purchased the Land and the Building at a foreclosure sale. The Successor Landlord shall become accept Xxxxxx's attornment, assume Xxxxxxxx's obligations under the owner Lease, and shall not disturb Tenant's quiet possession of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, Premises. Tenant shall attorn to and the conditions set forth in Section 2 above have been met at the time Lender becomes recognize such successor or owner of the Property, the Successor Landlord as Xxxxxx's Landlord under this Lease and shall not be terminated or affected thereby but promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a direct lease between Lender the Successor Landlord and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided this Lease except that the provisions of the Security Instrument Successor Landlord shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable not: (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) be liable for any previous act or omission of Landlord under this Lease except that the Successor Landlord shall have a reasonable period of time to cure any continuing breach of this Lease caused by the Landlord, whether 's prior to acts or after such foreclosure or sale (provided, however, the foregoing (i) and omissions; (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsetsoffset, defenses, abatements deficiency or counterclaims defense which theretofore shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the LeaseLandlord; (fiii) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) be bound by any payment previous modification of rents, additional rents this Lease or other sums which Tenant may have paid by any previous prepayment of more than one (1) month in advance to any prior Landlord month's Base Rent, unless (i) such sums are actually received by Lender modification or (ii) such prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee whose name and address shall previously have been furnished to Tenant and through or by reason of by lenderwhich the Successor Landlord shall have succeeded to the right of Landlord under this Lease; (hiv) intentionally omittedbe liable for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises required under this Lease, or any expansion or rehabilitation of existing improvements upon the Premises, or for restoration of improvements following any casualty not required to be insured under this Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (iv) bound by be liable for any agreement materially amendinglien, modifying right, power or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided interest, if any, which may have arisen or intervened in the period between the recording of any Superior Mortgage and the execution of this Lease or any lien or judgment which may arise at any time under the terms of this Lease; or (jvi) bound be liable for the return of any security deposit which was not actually transferred to the Successor Landlord. Successor Landlord shall be deemed to have agreed, by any indemnification or taking title to the Building, to undertake all of Landlord's obligations contained in the under this Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyarising after such attornment.

Attornment. Lender and In the event of (a) a transfer of Landlord's interest in the Leased Premises, (b) the termination of any ground or underlying lease of the Building or the land on which it is constructed, or both, or (c) the purchase of the Building or Landlord's interest therein in a foreclosure sale or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such events Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or shall become shall, upon demand by the owner of the Property by reason Building or the land on which it is constructed, or both, attorn to and recognize the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this Lease for the balance then remaining of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseTerm, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the thereafter this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender such person, as "Landlord," and Tenant upon all of the termsTenant, covenants and conditions set forth in the Leaseas "Tenant," except that such lessor, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds transferee or condemnation awards and Lender purchaser shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether Landlord prior to such lease termination or after prior to such foreclosure or sale (providedperson's succession to title, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall nor be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsetsoffset, defenses, abatements defense or counterclaims which shall have accrued to Tenant against Landlord counterclaim accruing prior to the date upon which Lender shall become the owner of the Property such lease termination or succeeded prior to the rights of Landlord under the Lease; (f) liable for the return of rental security depositssuch person's succession to title, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) nor be bound by any payment of rents, additional rents Basic Rent or other sums which Tenant may have paid Additional Charges prior to such lease termination or prior to such person's succession to title for more than one (1) month in advance to advance. Tenant shall, upon request by Landlord or the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section, provided any prior Landlord unless (i) such sums are actually received by Lender instrument or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except other document is in form and content as otherwise specifically provided would be customary in the Lease; industry and does not materially modify or (j) bound by amend the terms and conditions of this lease. Tenant hereby waives the provisions of any indemnification present or obligations contained in the Lease with respect future law or regulation which gives or purports to asbestos, environmental give Tenant any right to terminate or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the otherwise adversely affect this Lease, or (ii) in reliance on provision the obligations of otherwise applicable lawTenant hereunder, including those permitting private rights upon or as a result of action for contribution, shall not be affected herebythe termination of any such ground or underlying lease or the completion of any such foreclosure and sale.

Attornment. Lender Beneficiary, by its acceptance of this Deed of Trust, hereby acknowledges and Tenant agree agrees that if Lender shall succeed the liens granted herein are or will be subject to the rights of Landlord under certain lessees under: (i) certain Leases in existence on the date hereof; (ii) Leases entered into by Trustor after the date hereof provided that Trustor obtains the written consent of Beneficiary prior to entering into such Leases; and (iii) Leases entered into by Trustor after the date hereof without the consent of Trustor provided that such Lease or shall become the owner is described in item 19 of the Property by reason definition of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions Permitted Lien set forth in Section 2 above have been met at the time Lender becomes such successor or owner Indenture (each of the PropertyLeases described in clauses (i) (ii) and (iii), a "Permitted Lease"). The rights of the tenants under the Permitted Leases 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 Permitted Lease except in accordance with the terms of such lease. In the event that Beneficiary succeeds to the interest of Trustor under a Permitted Lease, such Permitted Lease shall not be terminated or affected thereby but 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 continue be made subject to such Permitted Lease and the rights of such tenant expressly set forth thereunder. If Beneficiary succeeds to the interests of Trustor in full force and effect as a direct lease between Lender to the applicable leased premises or under such Permitted Lease or enters into possession of such leased premises, the Beneficiary, and Tenant upon such tenants, shall be bound to each other under all of the express terms, covenants and conditions set forth in the of such Permitted Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that as if the provisions of Beneficiary was originally the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations Trustor as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebylessor thereunder.

Attornment. Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, . Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided provided, however, that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease)sale; (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,, and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; , or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lenderLender; (h) intentionally omitted; bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time Lender succeeded to Landlord’s interest (i) bound by any agreement materially amending, modifying or terminating the Lease lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Leaseinterest; or (j) bound by any indemnification or obligations contained in assignment of the Lease with respect or sublease of the Property, or any portion thereof, made prior to asbestos, environmental or hazardous substances provided however that the liability of time Lender with respect succeeded to claims made by Tenant (i) Landlord’s interest other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in if pursuant to the provisions of the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that if Lender shall succeed to upon the rights conveyance of Landlord under the Lease or shall become the owner of ---------- the Property by reason of the foreclosure of the Security Instruments Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the "Transferee") if the conditions set forth in Section 2 above have not been met at the time Lender becomes of such successor or owner of the Property, the Lease shall not be terminated or affected thereby transfer) but shall continue in full force and effect as a direct lease between Lender the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease, Lease and in that event, Tenant agrees to attorn to Lender the Transferee and Lender agrees to the Transferee shall accept such attornment; and further provided , provided, however, that the provisions of the Security Instrument Mortgage and the Loan Agreement shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender the Transferee shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (providedTenant, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s 's failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender the Transferee shall become the owner of the Property, or succeeded Property (providing that nothing set forth herein shall be deemed to negate a Transferee's obligation to perform the rights of Landlord Landlord's obligations under the LeaseLease arising after the date the Transferee becomes owner of the Property), or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (providedsale, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs,; , (d) required (i) to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; , or (ii) to perform or provide any services, in either case, not required to be made or be performed by the Landlord under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender the Transferee shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent Lease unless such sums are actually received by Lender; the Transferee, (g) 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 Lender the Transferee or (ii) such prepayment shall have been expressly approved of by lender; the Transferee, (h) intentionally omitted; bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord's interest, (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s the Transferee's prior written consent prior to the time Lender the Transferee succeeded to Landlord’s 's interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in assignment of the Lease with respect or sublease of the Property, or any portion thereof, made prior to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect time the Transferee succeeded to claims made by Tenant (i) Landlord's interest other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in if pursuant to the provisions of the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender This Lease is subject and Tenant agree that if Lender shall succeed subordinate to the rights lien of all and any first Mortgages ("Mortgages" shall include both construction and permanent financing and shall include deeds of trust and similar security instruments, and "Mortgagee" shall include the holder or holders (or, with respect to deeds of trust, the beneficiary or beneficiaries) of any such Mortgage or Mortgages) which may now or hereafter encumber or otherwise affect the real estate (including the Building) of which the demised premises form a part, or Landlord's interest therein, and to all and any renewals, extensions, modifications, recastings, or refinancings thereof; provided, however, that this Lease shall not be subject or subordinate to the lien of any future first Mortgage unless the Tenant first receives a nondisturbance agreement from the Mortgagee in form satisfactory to Tenant. In confirmation of such subordination, Tenant shall, at Landlord's request, promptly execute any requisite or appropriate certificates or other documents. Tenant hereby constitutes and appoints Landlord under as Tenant's attorney-in-fact to execute any such certificates for or on behalf of Tenant. Tenant agrees that in the Lease or shall become the owner of the Property by reason of event that any proceedings are brought for the foreclosure of any Mortgage, Tenant shall attorn to the Security Instruments purchaser at such foreclosure sale if requested to do so by such purchaser, and to recognize such purchaser as the Landlord under this Lease, and Tenant waives the provision of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the acceptance obligations of a deed Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or assignment in lieu completed. Notwithstanding the foregoing, Tenant agrees that the holder of foreclosure any first Mortgage shall have the right to make this Lease superior to the lien of such first Mortgage, by the filing of subordination statements or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject hereby consents to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyfiling.

Attornment. Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided provided, however, that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease Lease, or to reimburse Tenant for any construction work done by Tenant (providedTenant, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s 's failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease)sale; (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender Landlord shall be obligated under the Lease to make such repairs,, and Lender shall have received or be entitled to receive sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lenderLender; (h) intentionally omittedbound to make any payment to Tenant which was required under the Lease, otherwise to be made prior to the time Lender succeeded to Landlord's interest; (i) bound by any agreement materially amending, modifying or terminating the Lease lease made without Lender’s 's prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease's interest; or (j) bound by any indemnification or obligations contained in assignment of the Lease with respect or sublease of the Property, or any portion thereof, made prior to asbestos, environmental or hazardous substances provided however that the liability of time Lender with respect succeeded to claims made by Tenant (i) Landlord's interest other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in if pursuant to the provisions of the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. If Lender and Tenant agree that if Lender shall succeed succeeds to the rights of Landlord under the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth Landlord’s interest in the Lease, and in that event, Tenant agrees to attorn will be bound to Lender and Lender agrees according to accept such attornment; and further provided that the provisions Lease for the balance of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions term of the Lease or to reimburse Tenant for and any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any extension of its obligations under the Lease which have accrued prior to as if Lender were the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of and Tenant will attorn to Lender as its Landlord, whether prior immediately upon Lender’s succeeding to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender interest of the continuing obligations required of the Landlord Lardlord under the Lease); (c) required and Tenant will be obligated to make any repairs pay rent to Lender upon Tenant’s receipt of written notice from Lender that it has succeeded to the Property or interest of Landlord in the Lease Subject to Paragraph 4, upon such attornment the premises demised rights and obligations of Tenant and Lender will be the same as they would have been if Lender had been landlord under the Lease required as a result Lease. Notwithstanding the terms of firethis Paragraph 3, or other casualty or by reason of condemnation unless Lender shall Tenant will be obligated to pay rent directly to Lender prior to Lender’s succeeding to Landlord’s interest in the Lease upon the earlier of Tenant’s receipt of a copy of (a) notice from Lender to Tenant that Landlord is in default under the terms and conditions of the Note evidencing the Loan and/or the loan instruments securing same and that Landlord has failed to cure said default within the cure period permitted and instructing Tenant to pay all rents under the Lease to make such repairs,Lender from and after said notice, by virtue of the authority herein and in the Assignment of Rents and Leases recorded at O.R. Book , Page , Public Records of Pinellas County, Florida; (db) required an order of sequestration in favor of Lender; or (c) notice of Lender having taken possession of the Premises either by consent or by the appointment of a receiver. Tenant is hereby expressly authorized and directed by Landlord to make pay in accordance with this Paragraph 3 any capital improvements and all amounts due Landlord pursuant to the Property Lease to Lender or such nominee as Lender may designate in writing delivered to the premises demised under the Lease which Landlord may have agreed to makeand received by Tenant, but had not completed; (e) subject to said Tenant being expressly relieved of any offsetsand all duty, defenses, abatements liability or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant obligation to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound by any payment respect 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyall payments so made.

Attornment. Lender and Tenant agree that if Lender shall succeed If Mortgagee succeeds to the rights interest of Landlord under in the ---------- Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments foreclosure, dispossession or the acceptance of a deed other proceedings brought by Mortgagee, or assignment in lieu of foreclosure or otherwiseby any other manner, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease Tenant shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon bound to Mortgagee under all of the terms, covenants and conditions set forth of the Lease for the balance of the Term thereof and any extensions thereof effected in accordance with any option therefor in the Lease, with the same force and in that eventeffect as if Mortgagee were the landlord under the Lease, and Tenant does hereby attorn to Mortgage as its landlord. Such 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 Mortgagee's succeeding to the interest of Landlord under the Lease. In confirmation of such attornment, Tenant agrees shall execute and deliver promptly any certificate or other instrument which Mortgagee may request; provided, that Tenant shall be under no obligation to attorn to Lender and Lender agrees to accept such attornment; and further provided pay Minimum Rent, -------- Additional Rent or other sums payable under the Lease until Tenant receives written notice from Mortgagee that the provisions of the Security Instrument shall govern with respect Mortgagee has succeeded to the disposition interest of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of under the Lease or that Mortgagee has exercised any right under the Mortgage to reimburse collect such payments directly from Tenant. The respective rights and obligations of Tenant for any construction work done by Tenant (provided, however, and Mortgagee upon such attornment shall be the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations same as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior . Such attornment shall also extend to the date on which Lender shall become the owner of the Property, or succeeded to the rights successors and assigns of Landlord under the Lease, including Mortgagee and all future or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebysuccessor mortgagees.

Attornment. Lender Tenant agrees that upon any termination of Landlord's interest in the Premises, Tenant shall, upon request, attorn to the person or organization then holding title to the reversion of the Premises (the "Successor") and to all subsequent Successors, and shall pay to the Successor all of the rents and other monies required to be paid by Tenant agree hereunder and perform all of the other terms, covenants, conditions and obligations in this Lease contained; provided, however, that if Lender in connection with such attornment Tenant shall succeed so request from such Successor in writing, such Successor shall execute and deliver to the rights of Landlord under the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes Tenant an instrument wherein such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect Successor agrees that as a direct lease between Lender and long as Tenant upon performs all of the terms, covenants and conditions set forth in the of this Lease, and in that eventon Tenants part to be performed, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that Tenant's possession under the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender this Lease shall not be (a) obligated disturbed by such Successor. In the event that the Mortgagee succeeds to complete the interest of Landlord hereunder and is advised by its counsel that all or any initial construction work required portion of the Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be done by Landlord pursuant 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 provisions of the Lease. Tenant shall execute all documents necessary to effect any such amendment within ten (10) business days after written request from Mortgagee, as landlord, provided that in no event shall such amendment increase Tenant's payment obligations or other liability under this Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance reduce Landlord's obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyhereunder.

Attornment. Lender and Tenant agree that if Lender shall succeed to If the rights interests of Landlord under the this Lease shall be transferred voluntarily or shall become the owner of the Property by reason of the foreclosure termination of the Security Instruments any ground or the acceptance of a deed underlying leases or assignment in lieu by reason of foreclosure or otherwiseother proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Successor Landlord”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the conditions set forth in Section 2 above have been met at terms and provisions hereof, with the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full same force and effect as a direct lease between Lender and Tenant upon all of if the terms, covenants and conditions set forth in the Successor Landlord were Landlord under this Lease, and in that event, Tenant agrees does hereby agree to attorn to Lender the Successor Landlord, including the mortgagee under any such mortgage or the lessor under any such ground lease if it be the Successor Landlord, as its landlord under this Lease upon the then existing terms of this Lease. The foregoing attornment shall be effective and Lender agrees to accept such attornment; and self-operative without the execution of any further provided that instruments, upon the provisions of the Security Instrument shall govern with respect Successor Landlord succeeding to the disposition interest of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to under this Lease. Notwithstanding the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (providedforegoing, however, Tenant hereby agrees to execute any reasonable instrument(s) which Successor Landlord or its prospective mortgagee may deem desirable to evidence said attornment by Tenant. In the foregoing event of such transfer of Landlord's interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of “Landlord” arising during the period of such successor Landlord's ownership of Landlord's interest hereunder, and not limit Lender’s obligation to complete repair and maintenance for any obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform of Landlord or any prior successor Landlord or any claim by or cause of its obligations under the Lease which have accrued action of Tenant arising or accruing prior to the date on which Lender shall become such successor Landlord's becoming the owner of the Property, or succeeded to the rights of Landlord Landlord's interest under the this Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any deed to secure debt given by Landlord and covering the Demised Premises, Tenant agree that if Lender shall succeed attorn to the rights of Landlord under the Lease purchaser upon any such foreclosure or shall become sale and recognize such purchaser as the owner and landlord under this Deed of Lease, provided such owner, as landlord, shall recognize Tenant’s rights to continue to occupy the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, Demised Premises and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon exercise all of its rights hereunder so long as Tenant complies with the terms, terms and provisions of this Deed of Lease. Tenant further covenants and conditions set forth agrees to attorn to any successor to Landlord’s interest in the Leaseany ground or underlying lease, and in that event, this Deed of Lease shall continue as a direct lease between Tenant agrees herein and such landlord or its successor. Notwithstanding any request or designation by Tenant, Landlord may apply any payment received from Tenant to attorn to Lender any payment then due. Re-entry and Lender agrees to accept such attornment; and further provided that the provisions acceptance of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender keys shall not be (a) obligated considered an acceptance of surrender. No waiver of any breach of any covenant, condition or agreement herein contained on one or more occasions shall operate as a waiver of the covenant, condition or agreement itself, or of any subsequent breach thereof. Landlord’s delay or failure to complete exercise or enforce any initial construction work required of Landlord’s rights or remedies or Tenant’s obligations shall not constitute a waiver of any such rights, remedies or obligations. No provision of this Deed of Lease shall be deemed to be done have been waived by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after unless such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender waiver shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid in writing signed by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that if Lender shall succeed If at any time prior to the rights expiration of Landlord under the Term, any Superior Lease or the Complex's or Landlord's ownership structure shall become terminate or be terminated for any reason or any Mortgagee or Holder takes title to the Land, Complex or the Building or the estate created by any Superior Lease by receiver or otherwise, Tenant agrees, at the election and upon demand of any owner of the Property by reason Land, Complex or the Building, or of the Lessor, or Holder, or of any Mortgagee who takes title to the Land, Complex or the Building, to attorn, from time to time, to any such owner, Lessor, Holder or Mortgagee or any party acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Security Instruments Mortgage or the acceptance granting of a deed or assignment in lieu of foreclosure or otherwiseforeclosure, and then upon the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants executory terms and conditions set forth in the of this Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant subject to the provisions of Section 20.01 hereof, for the remainder of the Term, provided that such owner, Lessor, Holder, or Mortgagee, as the case may be, shall then be entitled to possession of the Premises, and such owner, Lessor, Holder, or Mortgagee, as the case may be, agrees to likewise recognize this Lease and attorn to Tenant hereunder pursuant to an SNDA as required herein. The provisions of this Section 20.02 shall inure to the benefit of any such owner, Lessor, Holder, or Mortgagee and shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any Superior Lease (it being agreed that there shall be no resulting merger or extinguishment of this Lease), and shall be self-operative upon any such demand, and no further instrument shall be required to reimburse Tenant for any construction work done by Tenant (providedgive effect to said provisions. Tenant, however, upon demand of any such owner, Lessor, Holder, or Mortgagee, shall execute, at Tenant's expense, from time to time, commercially reasonable instruments, in recordable form, in confirmation of the foregoing shall not limit Lender’s obligation provisions of this Section 20.02, reasonably satisfactory to complete repair any such owner, Lessor, Holder or Mortgagee in each instance, acknowledging such attornment and maintenance obligations as set setting forth in the Lease); (b) liable (i) for Landlord’s failure to perform any terms and conditions of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender tenancy. Nothing contained in this Section 20.02 shall be obligated under the Lease construed to make such repairs,; (d) required to make impair any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound right otherwise exercisable by any payment of rentssuch owner, additional rents Lessor, Holder 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyMortgagee.

Attornment. Lender and Tenant agree that if Lender shall succeed Subject in any event to the rights terms of Landlord under any agreement between Tenant and the Mortgagee or Holder, if at any time prior to the expiration of the Term, any Superior Lease shall terminate or shall become be terminated for any reason or any Mortgagee or Holder comes into possession of the Land, Complex or the Building or the estate created by any Superior Lease by receiver or otherwise, Xxxxxx agrees, at the election and upon demand of any owner of the Property by reason Land, Complex or the Building, or of the Lessor, or Holder, or of any Mortgagee in possession of the Land, Complex or the Building, to attorn, from time to time, to any such owner, Lessor, Holder or Mortgagee or any party acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Security Instruments Mortgage or the acceptance granting of a deed or assignment in lieu of foreclosure or otherwiseforeclosure, and then upon the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants executory terms and conditions set forth in the of this Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant subject to the provisions of Section 20.01 hereof, for the remainder of the Term, provided that such owner, Lessor, Holder or Mortgagee, as the case may be, or receiver caused to be appointed by any of the foregoing, shall then be entitled to possession of the Premises. The provisions of this Section 20.02 shall inure to the benefit of any such owner, Lessor, Holder or Mortgagee, and shall apply notwithstanding that, as a matter of law, this Lease or may terminate upon the termination of any Superior Lease, and shall be self-operative upon any such demand, and no further instrument shall be required to reimburse Tenant for any construction work done by Tenant (providedgive effect to said provisions. Tenant, however, promptly after demand of any such owner, Lessor, Holder or Mortgagee, shall execute, at Tenant’s expense (except that Landlord shall be responsible to pay any costs or expenses imposed or incurred by such owner, Lessor, Holder or Mortgagee), from time to time, commercially reasonable instruments, in recordable form, in confirmation of the foregoing shall not limit Lender’s obligation provisions of this Section 20.02, reasonably satisfactory to complete repair any such owner, Lessor, Holder or Mortgagee and maintenance obligations as set Tenant in each instance, acknowledging such attornment and setting forth in the Lease); (b) liable (i) for Landlord’s failure to perform any terms and conditions of its obligations under the Lease which have accrued prior tenancy. Nothing contained in this Section 20.02 shall be construed to the date on which Lender shall become the owner of the Propertyimpair any right otherwise exercisable by any such owner, Lessor, Holder or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property Mortgagee or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by modify any agreement materially amendingbetween Tenant and such owner, modifying Lessor, Holder or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyMortgagee.

Attornment. Lender and Tenant agree that if Lender If for any reason the term of the Lease shall succeed to the rights terminate or be terminated by operation of Landlord under any provisions of the Lease or shall become of law prior to the Lease Expiration Date, Subtenant agrees, at the election and upon demand of Landlord or any other owner of the Property by reason Leased Premises or of the foreclosure holder of any mortgage in possession of the Security Instruments Leased Premises or of any lessee under any lease to which the acceptance of a deed Sublease shall be subject and subordinate, to attorn, from time to time, to Landlord or assignment in lieu of foreclosure any such owner, holder or otherwiselessee, and upon the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants then executory terms and conditions set forth in the Sublease. The foregoing provisions of this Paragraph shall inure to the benefit of any such owner, holder or lessee, shall apply notwithstanding that, as a matter of law, the Sublease may terminate upon the termination of the Lease, shall be self-operative upon any such demand, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and no further provided that the provisions of the Security Instrument instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by give effect to said provisions. Upon demand of Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (providedsuch owner, holder or lessee, Subtenant agrees, however, to execute, from time to time, instruments in confirmation of the foregoing provisions of this paragraph, satisfactory to Landlord or any such owner, holder or lessee, in which Subtenant shall not limit Lender’s obligation to complete repair acknowledge such attornment and maintenance obligations as shall set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any terms and conditions of its obligations under the Lease which have accrued tenancy. Nothing contained in this Paragraph shall be construed to impair any right otherwise exercisable by Landlord or any such owner, holder or lessee. Upon request of Landlord or any such owner, holder or lessee, whether made prior or subsequent to the date on which Lender such termination, Tenant and Subtenant shall become the owner deliver an executed counterpart of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded Sublease to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that if Lender shall succeed to If the rights interests of Landlord under the this Lease shall be transferred voluntarily or shall become the owner of the Property by reason of the foreclosure termination of the Security Instruments any ground or the acceptance of a deed underlying leases or assignment in lieu by reason of foreclosure or otherwiseother proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the "SUCCESSOR LANDLORD") for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the conditions set forth in Section 2 above have been met at terms and provisions hereof, with the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full same force and effect as a direct lease between Lender and Tenant upon all of if the terms, covenants and conditions set forth in the Successor Landlord were Landlord under this Lease, and in that event, Tenant agrees does hereby agree to attorn to Lender the Successor Landlord, including the mortgagee under any such mortgage or the lessor under any such ground lease if it be the Successor Landlord, as its landlord under this Lease upon the then existing terms of this Lease. The foregoing attornment shall be effective and Lender agrees to accept such attornment; and self-operative without the execution of any further provided that instruments, upon the provisions of the Security Instrument shall govern with respect Successor Landlord succeeding to the disposition interest of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to under this Lease. Notwithstanding the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (providedforegoing, however, Tenant hereby agrees to execute any instrument(s) which Successor Landlord or its prospective mortgagee may deem desirable to evidence said attornment by Tenant. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any such instrument for and on behalf of Tenant. In the foregoing event of such transfer of Landlord's interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of "Landlord" arising during the period of such successor Landlord's ownership of Landlord's interest hereunder, and not limit Lender’s obligation to complete repair and maintenance for any obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform of Landlord or any prior successor Landlord or any claim by or cause of its obligations under the Lease which have accrued action of Tenant arising or accruing prior to the date on which Lender shall become such successor Landlord's becoming the owner of the Property, or succeeded to the rights of Landlord Landlord's interest under the this Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that if Lender shall succeed Subject to the rights terms of Landlord the Bloomberg SNDA (which shall supercede any conflicting provisions of this Section), each Modified Lease entered into from and after the date hereof shall provide that in the event of the enforcement by Lender of any remedy under the Loan Agreement or this Security Instrument, Bloomberg under such Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseshall, and the conditions set forth in Section 2 above have been met at the time option of Lender becomes such successor or owner of any other Person succeeding to the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect interest of Lender as a direct lease between Lender and Tenant upon all result of the termssuch enforcement, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender or to such Person and shall recognize Lender agrees to accept or such attornment; and further provided that successor in the interest as lessor under such Lease without change in the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (thereof; provided, however, the foregoing Lender or such successor in interest shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); not: (b1) be liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any previous act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord Borrower under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Bloomberg Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent that such sums are actually received by Lenderact or omission first arises under the Bloomberg Lease from and after the date that Successor-Landlord (as such term is defined in the Bloomberg Lease) succeeds to the interest of Borrower; (g2) be subject to any off-set, credit, defense or counterclaim which shall have theretofore accrued to Bloomberg against Borrower; (3) be bound by (a) any payment modification of rentsthe Bloomberg Lease entered into without Lender's consent after Bloomberg has, subject to the terms of Section 6 of the Bloomberg SNDA, received written notice of Lender's existence, address and relation to Borrower, or (b) any previous prepayment of rent or additional rents or other sums which Tenant may have paid rent for more than one (1) month in advance which Bloomberg might have paid to Borrower other than as required by the terms of the Bloomberg Lease; (4) be bound by any prior obligation to make any payments to Bloomberg except to the extent that such obligation first arises under the Bloomberg Lease from and after the date that Successor-Landlord unless succeeds to the interest of Borrower; and (5) be bound by any obligation to perform any work or to make improvements to the Commercial Units, except for (i) repairs and maintenance pursuant to the provisions of Articles 4, 5 and 6 of the Bloomberg Lease, the need for which repairs and maintenance first arises after the date upon which Lender is entitled to possession of the Commercial Units, (ii) repairs to the Commercial Units or any part thereof as a result of damage by fire or other casualty pursuant to Article 10 of the Bloomberg Lease, but only to the extent that such sums are repairs can be reasonably made from the net proceeds of any insurance actually received made available to Lender (with the understanding, however, that (I) nothing contained in this clause (ii) limits Bloomberg's rights to terminate the Bloomberg Lease after the occurrence of a fire or other casualty under Section 10.1(B) of the Bloomberg Lease, and (II) Lender shall have the right to avoid being so bound by Borrower's covenant to rebuild the Landlord Restoration Items (as such term is defined in the Bloomberg Lease) after the occurrence of a fire or other casualty (regardless of the availability of insurance proceeds therefor) only by giving notice to Bloomberg of the election of Lender not to so rebuild earlier than the later to occur of (X) the date that Lender is required to give the Casualty Statement (as such term is defined in the Bloomberg Lease) for such fire or other casualty to Bloomberg, and (Y) the thirtieth (30th) day after the date that Lender succeeds to the interest of Borrower under the Bloomberg Lease), and (iii) repairs to the Commercial Units as a result of a partial condemnation pursuant to Article 11 of the Bloomberg Lease, but only to the extent that such repairs can be reasonably made from the net proceeds of any award made available to Lender (with the understanding that nothing contained in this clause (iii) shall limit Bloomberg's right to terminate the Bloomberg Lease after the occurrence of a complete or partial condemnation under Section 11.1 of the Bloomberg Lease). Bloomberg, upon the reasonable request by Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided successor in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contributioninterest, shall not be affected herebyexecute and deliver an instrument or instruments confirming such attornment.

Attornment. Lender Tenant understands and hereby acknowledges that the Landlord herein is the lessee under the Master Lease and that this Lease is subject and subordinate to such Master Lease and any amendments thereto. Tenant agree covenants and agrees that if Lender if, by reason of any default upon the part of the Landlord herein as lessee under such Master Lease, the Master Lease is terminated by summary proceedings, voluntary agreement or as otherwise permitted or required by law, Tenant shall attorn to and recognize the lessor under such Master Lease as Tenant's landlord under this Lease. The provisions of this Section 13.02 are automatically effective without the necessity of further action by Tenant, Landlord or the lessor under the Master Lease. Tenant agrees to execute and deliver at any time, upon request of Landlord or of the lessor under the Master Lease or of any person. firm or corporation which shall succeed to the rights interest of Landlord under or of such lessor, an instrument to evidence such attornment. Tenant waives the provisions of any law now or hereinafter in effect or any other provision of this Lease which may give Tenant any right of election to terminate this Lease or shall become the owner to surrender possession of the Property leased premises in the event that any proceeding is brought by reason the lessor under such Master Lease to terminate such Master Lease or in the event that any proceeding is brought by any mortgagee to foreclose any mortgage affecting the fee title to, or Landlord's interest in, the leased premises or the Master Lease. In the event any proceedings are brought for the foreclosure of, or in the event of the foreclosure of the Security Instruments or the acceptance of a conveyance by deed or assignment in lieu of foreclosure of, or otherwise, and in the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner event of exercise of the Propertypower of sale under any mortgage made by Landlord covering the leased premises, or in the event Landlord sells, conveys or otherwise transfers its interest in the Shopping Center or any portion thereof containing the leased premises, this Lease shall not be terminated or affected thereby but shall continue remain in full force and effect as a direct lease between Lender and Tenant upon all of the termshereby attorns to, and covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect execute an instrument in writing reasonably satisfactory to the disposition of any casualty insurance proceeds or condemnation awards new owner whereby Tenant attorns to such successor in interest and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations recognizes such successor as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the this Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that if Lender shall succeed to the rights of Landlord under the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseIf, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the so long as this Lease shall not be terminated or affected thereby but shall continue is in full force and effect as a direct lease between Lender and Tenant upon all effect, then at the option of the termsmortgagee: (a) this Lease shall remain in full force, covenants notwithstanding (i) a default under the mortgage by Landlord, (ii) failure of Landlord to comply with this Lease, (iii) a defense to which Tenant might be entitled against Landlord under this Lease, or (iv) any bankruptcy or similar proceedings with respect to Landlord, (b) if any such mortgagee shall become possessed of the Premises, Tenant shall be obligated to such mortgagee to pay to it the rentals and conditions set forth in other charges due hereunder and to thereafter comply with all the terms of this Lease, and (c) if any mortgagee or purchaser, at a private or public sale shall become possessed of the Premises, Tenant shall, without charge, attorn to such mortgagee or purchaser as its landlord under this Lease. Tenant agrees that in that eventthe event Landlord is in default under this Lease, any mortgagee or trustee under a deed of trust of Landlord's interest in the Premises shall be permitted (but not required) to enter the Premises for the purpose of correcting or remedying such default, and Tenant agrees to accept performance by such mortgagee or trustee in lieu of performance by Landlord. Tenant further agrees that, from and after written notice from Landlord of the name and address of any mortgagee or trustee, Tenant will deliver notice to any such mortgagee or trustee of a default by Landlord under the Lease. Notwithstanding any provision of this Lease, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions no termination of the Lease or to reimburse Tenant for abatement or reduction or rent or any construction work done by Tenant other amounts under this Lease shall be effective unless and until such mortgagee or trustee has received notice and fails within thirty (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b30) liable (i) for Landlord’s failure to perform any days of its obligations under the Lease which have accrued prior to the date on which Lender shall become Landlord's cure period expires to cure the owner default of the PropertyLandlord in question, or succeeded to if the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall default cannot be affected herebycured within said thirty (30) days, fails to commence and diligently prosecute the cure of such default.

Attornment. If Lender and Tenant agree that if Lender shall succeed forecloses the Mortgage or acquires title to the rights Property by deed-in-lieu of foreclosure, or in any other manner succeeds to the interest of Landlord under the Lease Lease, or if Lender shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner otherwise take possession of the Property, then upon receipt of written notice from Lender, the Lease District shall not be terminated or affected thereby but shall continue in full force and effect attorn to Lender as a direct lease between Lender and Tenant upon its landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining (and of any extensions thereof that may be effected in accordance with any option therefor), as set forth in the Lease, with the same force and in that event, Tenant agrees to attorn to effect as if Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of were Landlord under the Lease, or (ii) for any act or omission . Such attornment shall be effective and self-operative immediately upon receipt of written notice from Lender that Lender has succeeded to the interest of Landlord, whether prior to whereupon the District shall recognize Lender, or after such foreclosure any person claiming by through or sale (providedunder Lender, however, as the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised landlord under the Lease required as a result without the execution of fireany further instruments on the part of any of the Parties. Provided no default by the District has occurred and is continuing, or other casualty or by reason of condemnation unless Lender shall be obligated which default under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under terms of the Lease which would give Landlord may have agreed (or Lender as successor in interest to make, but had not completed; (eLandlord) subject the right to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with terminate the Lease, except the Lease shall at all times continue in full force and effect, and the respective rights and obligations of the District and Lender upon such attornment shall be governed by the Lease. If Lender requests, the District agrees to execute, acknowledge, and deliver to Lender any certificate or other instrument that Lender reasonably requests (in the District’s determination) to confirm such attornment at no cost or expense to the extent such sums are actually received by Lender; (g) bound by any payment of rentsDistrict. If the District requests, additional rents or other sums which Tenant may have paid more than one (1) month Lender covenants and agrees to execute a novation agreement in advance to any prior Landlord unless (i) such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior form reasonably acceptable to the time Lender succeeded District that requests that the District recognize a name change or a successor in interest to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by . In connection with any indemnification or obligations contained in attornment pertaining to an asset transfer, at the Lease with respect District’s request, Lender shall deliver to asbestosthe District, environmental or hazardous substances provided however that as applicable, each of the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.following:

Attornment. Lender and Tenant agree that if Lender shall succeed to upon the rights of Landlord under the Lease or shall become the owner conveyance of the Property by reason of the foreclosure of the Security Instruments Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the Conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Lender the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease, Lease and in that event, Tenant agrees to attorn to Lender the Transferee and Lender agrees to the Transferee shall accept such attornment; , and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender Transferee shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (providedTenant, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender the Transferee shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (providedsale, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs,; , (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; , or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender the Transferee shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent Lease unless such sums are actually received by Lender; the Transferee, (g) 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 Lender the Transferee or (ii) such prepayment shall have been expressly approved of by lender; the Transferee, (h) intentionally omitted; bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement materially amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time Lender the Transferee succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in assignment of the Lease with respect or sublease of the Property, or any portion thereof, made prior to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect time the Transferee succeeded to claims made by Tenant (i) Landlord’s interest other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in if pursuant to the provisions of the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender If the Lessee’s interest is transferred to and Tenant agree that if Lender shall succeed to the rights owned by Lessor, Administrative Agent or any successor of Landlord under the Lease Lessor or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu Administrative Agent (“Acquiring Party”) because of foreclosure or otherwiseother proceedings brought by Lessor or Administrative Agent, or by any other manner, and Lessor or Administrative Agent succeeds to Lessee’s interest under the conditions set forth in Section 2 above have been met at Sublease, Subtenant shall be bound to the time Lender becomes such successor or owner of the PropertyAcquiring Party, the Lease and Acquiring Party shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon bound to Subtenant under all of the terms, covenants and conditions set forth in of the LeaseSublease for the balance of the remaining term, and in that eventincluding any extensions or renewals, Tenant with the same effect as if Acquiring Party were Lessee under the Sublease. Subtenant agrees to attorn to Lender Acquiring Party as the Lessee, with the attornment being effective and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect self-operative immediately upon Acquiring Party succeeding to the disposition interest of Lessee under the Sublease, all without the execution by the parties of any casualty insurance proceeds or condemnation awards and Lender further instruments. However, Subtenant shall not be (a) obligated to complete any initial construction work required pay rent to Acquiring Party until Subtenant receives written notice from Acquiring Party, together with evidence satisfactory to Subtenant, demonstrating that Acquiring Party has succeeded to Lessee’s interest under the Sublease and directing where rent should be done by Landlord pursuant mailed. The respective rights and obligations of Subtenant and Acquiring Party upon attornment, to the provisions extent of the Lease then-remaining balance of the term of the Sublease, shall be the same as in the Sublease, which is incorporated by reference in this Agreement. If Acquiring Party succeeds to Lessee’s interest in the Sublease, Acquiring Party shall be bound to Subtenant under all the terms, covenants and conditions of the Sublease, and Subtenant shall, after Acquiring Party’s succession to Lessee’s interest, have the same remedies against Acquiring Party for the breach of any agreement in the Sublease that Subtenant might have had against Lessee. The Acquiring Party shall have no obligation or liability to reimburse Tenant Subtenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations Lessee under the Lease terms of the Sublease which have accrued were owed or accruing prior to the date on which Lender shall become the owner Acquiring Party acquired Lessee’s interest, including without limitation, for acts or omissions of the PropertyLessee, any default by the Lessee, offsets or succeeded to defenses against the rights of Landlord under the LeaseLessee, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, howeveradvance rent, the foregoing (i) and (ii) shall refunding of any security deposit for which the Acquiring Party has not relieve received, the Lender funding of the continuing any construction obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebytenant improvements.

Attornment. Lender If at any time prior to the expiration or termination of this Lease, Superior Lessor or Superior Mortgagee or any person, or Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (Superior Lessor, Superior Mortgagee and Tenant agree that if Lender shall succeed any such peson or successor or assign succeeding to the rights of Landlord under the this Lease or shall become the owner of the Property by reason of Landlord's default under a Superior Lease or Superior Mortgage being herein collectively referred to as "Successor Landlord") shall succeed, through possession, surrender, assignment, subletting, foreclosure or delivery of a new lease or deed or otherwise, to the rights of Landlord under this Lease by reason of Landlord's default under a Superior Lease or Superior Mortgage. Tenant agrees, at the election and upon request of 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 accept Tenant's attornment. The foregoing provisions of this Section shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the terminationof the Superior Lease or the foreclosure of the Security Instruments or Superior Mortgage, shall be self-operative upon any such demand, an no further instrument shall be required to give effort to said provisions. Tenant, however, upon demand of any such Successor Landlord, shall execute, from time to time, instruments to evidence and confirm the acceptance foregoing provisions of a deed or assignment in lieu this Section, satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions of foreclosure or otherwiseits tenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the appointment being coupled with an interest. Upon such attornment this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender such Successor Landlord and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in then executory terms of this Lease except that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender Successor Landlord shall not be (ai) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant liable for any construction work done by Tenant (providedprevious act, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, omission or succeeded to the rights negligence of Landlord under the this Lease, or ; (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsetscounterclaim, defenses, abatements defense or counterclaims offset which theretofore shall have accrued to Tenant against Landlord; (iii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's rent, unless such modifiation or prepayment shall have been approved in writing by Superior Lessor or Superior Mortgagee through or by reason of which the Successor Landlord prior to the date upon which Lender shall become the owner of the Property or have succeeded to the rights of such Landlord under the this Lease; (fiv) liable for any security deposited pursuant to this Leaseunless such security has actually been delivered to Successor Landlord; (v) obligated to repair the return Premises or the Building or any part thereof in the event of rental security depositstotal or substantial damage, if anybeyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; (vi) obligated to repair the Premises or the Building or any part thereof in the event of partial condemnation, paid by Tenant beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Landlord in accordance with the LeaseSuccessor Landlord, except as consequential damages allocable to the extent such sums are actually received by Lender; (g) bound by any payment part of rents, additional rents the Premises 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the LeaseBuilding not taken; or (jvii) bound obligated toperform any work in order to prepare the Premises for Tenant's occupancy thereof. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any indemnification such owner, holder or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebylessee.

Attornment. Lender and Tenant agree agrees that if Lender shall succeed any holder of any lien encumbering any part of the Leased Premises (the "Purchaser") succeeds to Landlord's interest in the Leased Premises, after receipt of written notice, Tenant will pay to the rights Purchaser all rents subsequently payable under this Lease. Tenant agrees that in the event of Landlord under enforcement by the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments trustee or the acceptance of a deed beneficiary under or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor holder or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all any such lien of the termsremedies provided for by law or by such lien, covenants Tenant will, upon request of the Purchaser, automatically become the tenant of and conditions set forth attorn to the Purchaser without change in the terms or provisions of this Lease. Upon request by Landlord or the Purchaser, and in that eventwithout cost to Tenant, Tenant agrees will execute, acknowledge, and deliver an instrument or instruments confirming the attornment or acknowledging the agreement to attorn to Lender and Lender agrees to accept such attornment; and further so attorn, provided that Tenant receives a Mortgagee-Tenant Non-Disturbance and Attornment Agreement as provided for in Section 9.04 below. If Tenant fails or refuses to execute, acknowledge, and deliver any such document within twenty (20) days after written demand, landlord or the provisions Purchaser will be entitled to execute; acknowledge, and deliver any and all such documents for and on behalf of Tenant as attorney-in-fact for Tenant, coupled with an interest. Tenant, by this paragraph, constitutes and irrevocably appoints Landlord or the Security Instrument Purchaser, as Tenant's attorney-in-fact, to execute, acknowledge, and deliver any and all documents described in this Section for and on behalf of Tenant, as provided in this Section. Any attorney-in-fact under this Section shall govern with respect to require that any document executed by the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse attorney-in-fact for Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to delivered conditioned upon Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by receiving a Mortgagee- Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyNon-Disturbance and Attornment Agreement.

Attornment. Lender If the Demised Premises, Building or land where the Building is located is or will be encumbered by a mortgage, and Tenant agree that the mortgage is foreclosed, or if Lender shall succeed the Demised Premises, Building or property is sold pursuant to the rights of Landlord under the Lease a foreclosure or shall become the owner of the Property by reason of a default under a mortgage, the foreclosure of following shall apply notwithstanding the Security Instruments foreclosure, the sale, or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease default: (I) Tenant shall not be terminated disaffirm this lease or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under this lease; (ii) at the Lease which have accrued prior request of the applicable mortgagee or purchaser at a foreclosure or sale, Tenant shall attorn to the date on which Lender shall become mortgagee or purchaser, and execute a new lease for the owner Demised Premises setting forth all the provisions of this lease except that the term of the Propertynew lease shall he for the balance of this lease. In confirmation of this attornment, Tenant shall promptly execute and deliver at its own cost and expense, any instrument, in recordable form, if required, that Owner or any mortgagee may request to evidence such attornment. Notwithstanding anything contained in the contrary in Articles 7 and 71 of this Lease, provided that a trustee, mortgagee or holder of a mortgage on the Building ("Mortgagee"), or succeeded its successors and/or assigns, shall execute and deliver to Tenant an agreement to the rights effect that, if there shall be a foreclosure of Landlord its mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant's possession under the this Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder, and will recognize Tenant as the direct Tenant of such Mortgagee on the same terms and conditions as are contained in this Lease, subject tot lie provisions hereinafter set forth, provided no Event of Default shall have occurred and he continuing hereunder beyond any applicable notice and cure period (ii) for any act or omission such agreement being referred to as a "Nondisturbance Agreement"), this Lease shall be subject and subordinate to such mortgage. This clause shall be self-operative and no further instrument of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) subordination shall not relieve the Lender of the continuing obligations be required of the Landlord under the Lease); (c) required form Tenant to make the interest on any repairs Mortgagee superior to the Property or to the premises demised under the Lease required as a result interest of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyhereunder.

Attornment. Lender and Tenant agree that if Lender shall succeed to If the rights interest of Landlord under the Lease or shall become the owner any Grantor in any of the Intellectual Property Rights is transferred by reason of the foreclosure of the Security Instruments of, or the acceptance of a deed or assignment assigned in lieu of foreclosure or otherwiseother proceedings for enforcement of, and the conditions Indenture Documents, then, subject to the provisions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Propertyherein, the Lease NEC License with respect to such Intellectual Property Rights shall not be terminated or affected thereby but shall nevertheless continue in full force and effect as a direct lease between Lender and, upon the Collateral Agent’s written request, acting at the direction of the Required Holders, the Licensee shall attorn to the transferee of such Intellectual Property Rights (the “Intellectual Property Transferee”). Although the foregoing provisions shall be self-operative, in order to confirm such attornment, upon the Collateral Agent’s request, acting at the direction of the Required Holders, the Licensee shall execute and Tenant upon deliver to the Collateral Agent (i) an agreement of attornment in form and content reasonably satisfactory to the Collateral Agent, acting at the direction of the Required Holders, and the Licensee, at the Collateral Agent’s sole cost and expense, confirming the foregoing attornment and providing that all of the terms, covenants covenants, and conditions set forth of the NEC License on the Licensee’s part will be performed for the benefit of the Intellectual Property Transferee with the same force and effect as if the Intellectual Property Transferee were the originally named licensor of such Intellectual Property Rights in the LeaseNEC License, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern or (ii) a new license with respect to the disposition transferred Intellectual Property Rights with the Intellectual Property Transferee, as licensor, for the remaining term of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant the NEC License with respect to the provisions of transferred Intellectual Property Rights and otherwise on the Lease or same terms and conditions and with the same options, if any, then remaining. Nothing herein contained shall be construed to reimburse Tenant for obligate the Collateral Agent to cure any construction work done default by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations Grantor under the Lease which have accrued NEC License occurring prior to the date on which Lender the Intellectual Property Transferee succeeds to the Borrowers’ and the Grantor’s rights, it being expressly agreed that under no circumstances shall become the owner Collateral Agent or the Intellectual Property Transferee be obligated to remedy any such default except, in the case of the PropertyIntellectual Property Transferee, or succeeded to the rights of Landlord under extent that such default continues after the Lease, or (ii) for any act or omission of Landlord, whether prior Intellectual Property Transferee takes title to or after such foreclosure or sale (provided, however, the foregoing transferred Intellectual Property Rights and the Intellectual Property Transferee has assumed the obligations with respect to the NEC License as provided in clauses (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyabove.

Attornment. Lender and Tenant agree that if Lender shall succeed to upon the rights of Landlord under the Lease or shall become the owner conveyance of the Property by reason of the foreclosure of the Security Instruments Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time Lender becomes of such successor or owner of the Property, the Lease shall not be terminated or affected thereby transfer) but shall continue in full force and effect as a direct lease between Lender the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease, Lease and in that event, Tenant agrees to attorn to Lender the Transferee and Lender agrees to the Transferee shall accept such attornment; , and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender Transferee shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (providedTenant, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender the Transferee shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (providedsale, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs,; , (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; , or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender the Transferee shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent Lease unless such sums are actually received by Lender; the Transferee, (g) 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 Lender the Transferee or (ii) such prepayment shall have been expressly approved of by lender; the Transferee, (h) intentionally omitted; bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement materially amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time Lender the Transferee succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in assignment of the Lease with respect or sublease of the Property, or any portion thereof, made prior to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect time the Transferee succeeded to claims made by Tenant (i) Landlord’s interest other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in if pursuant to the provisions of the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and Tenant agree that if Lender shall succeed attorn to any person succeeding to the rights interest of Landlord under the Lease or shall become the owner in respect of the Property land and the buildings governed by reason of the this Lease upon any foreclosure of any Mortgage upon such land or buildings or upon the Security Instruments or the acceptance execution of a any deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender such Mortgage. Tenant shall not be (a) obligated to complete any initial construction work pay all rental payments required to be done by Landlord made pursuant to the provisions terms of this Lease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self-operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. If requested, Tenant shall execute and deliver an instrument or to reimburse Tenant instruments confirming its attornment as provided for any construction work done by Tenant (herein; provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, that no such Mortgagee or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender successor- in-interest shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, or for the return of any sums which Tenant may have paid to Landlord under this Lease as and for security deposits, advance rentals or otherwise, except to any prior Landlord unless (i) the extent that such sums are actually received delivered by Lender or (ii) such prepayment shall have been expressly approved of Landlord to Mortgagee. If Mortgagee, by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior succeeding to the time Lender succeeded interest of Landlord under this Lease, should become obligated to perform the covenants of Landlord hereunder, then, upon, any further transfer of Landlord’s interest except by Mortgagee, all such obligations shall terminate as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyMortgagee.

Attornment. Lender Tenant covenants and Tenant agree that agrees, in the event any proceedings are brought for the foreclosure of any mortgage or trust deed to which this Lease is subject and subordinate, or in the event of a termination of any lease to which this Lease may become subordinate, or if Lender shall succeed the Building be sold pursuant to any mortgage or trust deed to which this Lease is subject and subordinate, to attorn to the rights purchaser upon any foreclosure sale or trustee's sale, or the lessor upon any such termination of such ground lease, if so required by the purchaser, grantee by conveyance in lieu of foreclosure, or lessor, and to recognize the purchaser, grantee or lessor, as the case may be, as the landlord under this Lease, provided such purchaser, grantee or lessor agrees in writing to be bound to Tenant as landlord hereunder with respect to liabilities and obligations of Landlord under this Lease accruing after such sale or conveyance. Tenant agrees to execute and deliver at any time and from time to time, upon the Lease request of Landlord or shall become the owner of any holder(s) of any of the Property indebtedness or other obligations secured by reason any mortgage or deed of trust, or any lessor under a ground lease, referred to in the foreclosure of the Security Instruments preceding sentence, any instrument or the acceptance of a deed or assignment certificate which may be reasonably appropriate and requested in lieu of any foreclosure or otherwisetermination proceeding or otherwise to evidence the foregoing attornment, provided Tenant has been furnished the non-disturbance agreement specified in Paragraph 24.1 or Paragraph 24.2, as appropriate, and provided that such instrument or certificate would not create obligations on Tenant in addition to Tenant's obligations, impair Tenant's rights or interests under the conditions set forth provisions of this Lease. Provided the provisions hereof for the furnishing of non-disturbance agreements are complied with and such agreements are being performed Tenant further waives the provisions of any statute or rule of law, now or hereafter in Section 2 above have been met at effect, which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the time Lender becomes such successor obligations of Tenant hereunder in the event any foreclosure proceeding is brought, or owner of the Propertytrustee's sale occurs, the or ground lease is terminated, and agrees that this Lease shall not be terminated affected in any way whatsoever by any foreclosure proceeding, trustee's sale or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all termination of ground lease, unless the holder(s) of the termsindebtedness or other obligations secured by the mortgage or trust deed, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations lessor under the Lease which have accrued prior to the date on which Lender ground lease shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebydeclare otherwise.

Attornment. Lender If Mortgagee succeeds to the interest of Landlord in the Lease by reason of foreclosure, dispossession or other proceedings brought by Mortgagee, or by any other manner, Tenant shall be bound to Mortgagee under all of the terms, covenants, and conditions of the Lease for the balance of the term thereof and any extensions thereof effected in accordance with any option therefor in the Lease, with the same force and effect as if Mortgagee were the landlord under the Lease, and Tenant agree that if Lender does hereby attorn to Mortgage as its landlord. Such attornment shall succeed 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 rights interest of Landlord under the Lease. In confirmation of such attornment, Tenant shall execute and deliver promptly any certificate or other instrument which Mortgagee may request; PROVIDED, that Tenant shall be under no obligation to pay Base Rent, additional rent or other sums payable under the Lease until Tenant receives written notice from Mortgagee that Mortgagee has succeeded to the interest of Landlord under the Lease or that Mortgagee has exercised any right under the Mortgage to collect such payments directly from Tenant. The respective rights and obligations of Tenant and Mortgagee upon such attornment shall become be the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations same as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that if Lender If any mortgagee (or its nominee or designee) shall succeed to the rights of Landlord under the Lease hereunder through possession or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a action, deed or assignment in lieu of foreclosure or otherwise, and or another person purchases the conditions set forth Property or the portion thereof containing the Premises upon or following foreclosure or in Section 2 above have been met connection with any bankruptcy case commenced by or against Landlord, then at the time Lender becomes request of Landlord’s mortgagee (or its nominee or designee) or such successor or owner of the Propertypurchaser (Landlord’s mortgagee, the its nominees and designees, and such purchaser, and their respective successors and assigns, each being a “Successor Landlord”), Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord hereunder and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall not be terminated or affected thereby but shall continue in full force and effect as, or as if it were, a direct lease between Lender Successor Landlord and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the LeaseLease except as otherwise provided below; provided, however, that such Successor Landlord may at any time elect to terminate this Lease in its sole discretion. Any such termination shall be followed by a period not to exceed one hundred twenty (120) days during which Tenant shall reasonably cooperate with Successor Lender and any casino operator selected by Successor Landlord to transition the operation of the Hotel Casino. If this Lease shall have terminated by operation of law or otherwise as a result of or in that eventconnection with a bankruptcy case commenced by or against Landlord or a foreclosure action or proceeding or delivery of a deed in lieu thereof, upon request of Successor Landlord, Tenant agrees to attorn to Lender shall, promptly execute and Lender agrees to accept such attornment; deliver a direct lease with Successor Landlord which direct lease shall be on substantially the same terms and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be conditions as this Lease (a) obligated to complete any initial construction work required to be done by Landlord pursuant subject, however, to the provisions of following clauses (a)-(f) of this Section 3) and shall be effective as of the day this Lease or to reimburse Tenant for any construction work done by Tenant (provided, howevershall have terminated as aforesaid. Notwithstanding the continuation of this Lease, the foregoing attornment of Tenant thereunder or the execution of a direct lease between Successor Landlord and Tenant as aforesaid, Successor Landlord shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.not:

Attornment. Lender If the interest of Landlord in the Property and Tenant agree that if Lender under the Lease shall succeed be acquired by Agent by reason of foreclosure of the Mortgage or any other act or proceeding(s) made or brought to enforce the rights of Landlord under the Lease or shall become the owner of the Property Agent, including, but not limited to, by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseas a result of any other means, then the Lease and all terms therein, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner rights of the PropertyTenant thereunder, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and shall not be altered, terminated, or disturbed, except in accordance with the terms of the Lease, and Tenant upon shall be bound to Agent and Agent shall be bound to Tenant, subject to the terms hereof under all of the terms, covenants and conditions set forth in of the Lease for the balance of the terms, and any renewals thereof with the same force and effect as if the Agent were the Landlord under the Lease, and in that event. In the event Agent acquires the interest of Landlord, Tenant hereby agrees to attorn to Lender Agent as his landlord, said attornment to be effective and Lender agrees to accept such attornment; and further provided that self-operative without the provisions execution of any other instruments on the Security Instrument shall govern with respect part of either party hereto, immediately upon Agent succeeding to the disposition interest of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior with written notice of same being delivered to the date on which Lender shall become the owner Tenant. Upon receipt by Tenant of the Property, or said written notice from Agent that Agent has succeeded to the rights interest of Landlord under the Lease, or (ii) for any act or omission Tenant will make all payments of Landlord, whether prior to or after such foreclosure or sale (providedmonetary obligations due by Tenant under the Lease at the address provided by Agent in the notice. Tenant agrees, however, upon the election of and written demand by Agent within sixty (60) days after Agent receives title to Property, to execute an instrument in confirmation of the foregoing (i) provisions, satisfactory to Agent and (ii) Tenant, in which Tenant shall acknowledge this agreement to attorn which shall set forth the terms and conditions hereof and shall not relieve the Lender of the continuing be deemed or construed, in any way, as expanding or modifying Tenant’s obligations required of the Landlord as tenant under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise where specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyset forth herein.

Attornment. If Lender and Tenant agree that if Lender shall succeed to or any other subsequent purchaser of the rights of Landlord under the Lease or Property shall become the owner of the Property by reason of the foreclosure of the Security Instruments Instrument or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseby reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Lender Purchaser becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease, Lease and in that event, Tenant agrees to attorn to Lender Purchaser and Lender agrees Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment; and further provided , provided, however, that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender Purchaser shall not be (a) obligated liable for the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (ba “Prior Landlord”) liable (i) for Landlord’s failure to perform any obligations of its obligations Prior Landlord under the Lease which have accrued prior to the date on which Lender Purchaser shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (eb) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to in favor of Tenant against any Prior Landlord prior to the date upon which Lender Purchaser shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; Property, (fc) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease, except to the extent Lease unless such sums are actually received by Lender; Purchaser, (gd) 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 Prior Landlord unless (i) such sums are actually received by Lender Purchaser or (ii) such prepayment shall have been expressly approved of by lender; Purchaser or (h) intentionally omitted; (ie) bound by any agreement materially amendingterminating or amending or modifying the rent, modifying term, commencement date or terminating other material term of the Lease Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Lender Purchaser succeeded to Landlord’s interest except as otherwise specifically provided in interest. In the Lease; or (j) bound by event that any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect Purchaser does arise pursuant to claims made by Tenant (i) other than in reliance on any asbestos, environmental, this Agreement or hazardous substances indemnification or obligations in the Lease, or (ii) such liability shall be limited and restricted to Purchaser’s interest in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, the Property and shall not be affected herebyin no event exceed such interest.

Attornment. Lender If the Lessee’s interest is transferred to and Tenant agree that if Lender shall succeed to the rights owned by Lessor, Administrative Agent or any successor of Landlord under the Lease Lessor or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu Administrative Agent (“Acquiring Party”) because of foreclosure or otherwiseother proceedings brought by Lessor or Administrative Agent, or by any other manner, and Lessor or Administrative Agent succeeds to Lessee’s interest under the conditions set forth in Section 2 above have been met at Sublease, Subtenant shall be bound to the time Lender becomes such successor or owner of the PropertyAcquiring Party, the Lease and Acquiring Party shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon bound to Subtenant under all of the terms, covenants and conditions set forth in of the LeaseSublease for the balance of the remaining term, and in that eventincluding any extensions or renewals, Tenant with the same effect as if Acquiring Party were Lessee under the Sublease. Subtenant agrees to attorn to Lender Acquiring Party as the Lessee, with the attornment being effective and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect self-operative immediately upon Acquiring Party succeeding to the disposition interest of Lessee under the Sublease, all without the execution by the parties of any casualty insurance proceeds or condemnation awards and Lender further instruments. However, Subtenant shall not be (a) obligated to complete any initial construction work required pay rent to Acquiring Party until Subtenant receives written notice from Acquiring Party, together with evidence satisfactory to Subtenant, demonstrating that Acquiring Party has succeeded to Lessee’s interest under the Sublease and directing where rent should be done by Landlord pursuant mailed. The respective rights and obligations of Subtenant and Acquiring Party upon attornment, to the provisions extent of the Lease then-remaining balance of the term of the Sublease, shall be the same as in the Sublease, which is incorporated by reference in this Agreement. If Acquiring Party succeeds to Lessee’s interest in the Sublease, Acquiring Party shall be bound to Subtenant under all the terms, covenants and conditions of the Sublease, and Subtenant shall, after Acquiring Party’s succession to Lessee’s interest, have the same remedies against Acquiring Party for the breach of any agreement in the Sublease that Subtenant Exhibit C (to Amended and Restated Lease) might have had against Lessee. The Acquiring Party shall have no obligation or liability to reimburse Tenant Subtenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations Lessee under the Lease terms of the Sublease which have accrued were owed or accruing prior to the date on which Lender shall become the owner Acquiring Party acquired Lessee’s interest, including without limitation, for acts or omissions of the PropertyLessee, any default by the Lessee, offsets or succeeded to defenses against the rights of Landlord under the LeaseLessee, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, howeveradvance rent, the foregoing (i) and (ii) shall refunding of any security deposit for which the Acquiring Party has not relieve received, the Lender funding of the continuing any construction obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebytenant improvements.

Attornment. Lender Following Termination of the Lease and Tenant agree Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, then upon a Final Decision declaring the termination of the Lease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that if Lender shall succeed Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to act as a replacement for Concessionaire (collectively, and to the rights extent it assumes the role of Landlord a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this Agreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the Lease General Contract, without any necessity for a consent or approval from Concessionaire provided all amounts due under the General Contract have been paid to the General Contractor and the General Contractor has consented to contracting with the Replacement Concessionaire which such consent will not be unreasonably withheld, conditioned, or delayed by the General Contractor. Replacement Concessionaire's failure to provide General Contractor with proof of adequate financing regarding its ability to make timely payments due under the General Contract shall become the owner of the Property by constitute sufficient reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwisefor General Contractor to withhold its consent, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner General Contractor's withholding of the Property, the Lease consent shall not be terminated considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or affected thereby but delivery of any further instrument. Upon any such Replacement Concessionaire’s request, General Contractor will execute and deliver to such Replacement Concessionaire and MDTA an instrument reasonably acceptable to General Contractor acknowledging General Contractor’s attornment to and recognition of such Replacement Concessionaire. Following Termination, upon the receipt by General Contractor of the notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the termscontract, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; its terms (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in this Agreement) between the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyReplacement Concessionaire and General Contractor.

Attornment. Lender Within a reasonable time after the full execution of this Lease but in no event more than sixty (60) days, Landlord shall obtain a non-disturbance agreement on Tenant’s behalf from the existing Mortgagee, if any, on such Mortgagee’s commercially reasonable standard form (and in recordable form). Provided the applicable mortgagee delivers to Tenant agree a nondisturbance agreement on such form agreeing that such Mortgagee or any purchaser in a foreclosure sale shall recognize and be bound by the terms of this Lease upon a foreclosure or deed in lieu thereof (or termination of any such ground lease), this Lease shall be subject and subordinate to the provisions, operation and effect of said lien. As a condition to Tenant’s subordination for all future Mortgagees, Landlord shall secure for and promptly deliver to Tenant such a non-disturbance agreement recognizing Tenant’s (and its designees’, assignees’ and subtenants’) rights under this Lease from each future Mortgagee hereafter encumbering the Building. Subject to the terms of this Section 16.3, if Lender any Person shall succeed to the rights of Landlord under the Lease all or shall become the owner any part of the Property Landlord’s interest in the Premises, whether by reason of the foreclosure of the Security Instruments or the acceptance of a purchase, foreclosure, deed or assignment in lieu of foreclosure foreclosure, power of sale, termination of lease or otherwise, and if such successor-in-interest requests or requires, the conditions Tenant shall attorn to such successor-in-interest and shall execute and deliver within fifteen (15) business days after receipt thereof an agreement in confirmation of such attornment in a form as may be reasonably requested by such successor-in-interest. Failure to respond within such fifteen (15) business day period shall be deemed to be a confirmation by the Tenant of the facts and matters set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebytherein.

Attornment. Lender Notwithstanding the provisions of Subsection “A” above, Tenant agrees (a) to attorn to any mortgagee of a mortgage or beneficiary of a deed of trust encumbering the Premises and Tenant agree to any party acquiring title to the Premises by judicial foreclosure, trustee’s sale, or deed in lieu of foreclosure, and to any ground or master lessor, as the successor to Landlord hereunder, (b) to execute any Attornment agreement reasonably requested by a mortgagee, beneficiary, ground or master lessor, or party so acquiring title to the Premises, and (c) that if Lender shall succeed this Lease, subject to the rights under any outstanding non-disturbance agreement, at the option of Landlord under such mortgagee, beneficiary, or ground or master lessor, or other party, shall remain in force notwithstanding any such judicial foreclosure, trustee’s sale, deed in lieu of foreclosure, or merger of titles. Notwithstanding the Lease foregoing, neither a mortgagee of a mortgage or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance beneficiary of a deed of trust encumbering the Premises, any party acquiring title to the Premises by judicial foreclosure, trustee’s sale, or assignment deed in lieu of foreclosure foreclosure, nor any ground lessor or otherwisemaster lessor, as the successor to Landlord hereunder, shall be liable or responsible for any breach of a covenant contained in this Lease that occurred before such party acquired its interest in the Premises, but such limitation shall not waive Tenant’s rights as to any preexisting and continuing breach provided the foregoing parties shall have a separate (and new) right of written notice and cure as provided herein for the Landlord in the event of Landlord default in accordance with Section 22 of this Lease before Tenant pursues any remedies, and the conditions set forth in Section 2 above no such party shall be liable or responsible for any security deposits held by Landlord hereunder which have not been met at the time Lender becomes transferred or actually received by such successor or owner of the Propertyparty, the Lease and such party shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound by any payment of rents, rent or additional rents or other sums which Tenant may have paid rent for more than one two (12) month months in advance to any prior Landlord unless (i) such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyadvance.

Attornment. Lender and Tenant agree that if Lender If Secured Party (or its nominee or designee) shall succeed to the rights of Landlord under the Lease through possession or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a action, deed or assignment in lieu of foreclosure or otherwise, and or another person purchases the conditions set forth Property or the portion thereof containing the Premises upon or following foreclosure of the Mortgage or in Section 2 above have been met connection with any bankruptcy case commenced by or against Landlord (the date upon which such succession occurs, the “Succession Date”), then at the time Lender becomes request of Secured Party (or its nominee or designee) or such successor or owner of purchaser (Secured Party, its nominees and designees, and such purchaser, and their respective successors and assigns, each being a “Successor Landlord”), Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under the PropertyLease and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as, or as if it were, a direct lease between Lender Successor Landlord and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the LeaseLease except as otherwise provided below. If the Lease shall have terminated by operation of law or otherwise as a result of or in connection with a bankruptcy case commenced by or against Landlord or a foreclosure action or proceeding or delivery of a deed in lieu thereof, and in that eventupon request of Successor Landlord, Tenant agrees to attorn to Lender shall promptly execute and Lender agrees to accept such attornment; deliver a direct lease with Successor Landlord which direct lease shall be on substantially the same terms and further provided that conditions as the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be Lease (a) obligated to complete any initial construction work required to be done by Landlord pursuant subject, however, to the provisions of following clauses (a)-(f) of this Section 3) and shall be effective as of the day the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, shall have terminated as aforesaid. Notwithstanding the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any continuation of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, the attornment of Tenant thereunder or (ii) for any act or omission the execution of Landlorda direct lease between Successor Landlord and Tenant as aforesaid, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Successor Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.shall:

Attornment. Lender and Tenant agree that if Lender shall succeed to In the rights event of Landlord under (i) the Lease or shall become the owner termination of any ground lease of the Property by reason Project or (ii) the purchase of the Premises or Landlord’s interest therein in a foreclosure of the Security Instruments sale or the acceptance of a by deed or assignment in lieu of foreclosure under any Mortgage or otherwisepursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, at the request of such transferee or purchaser of Landlord’s interest, attorn to and recognize the transferee or purchaser of Landlord’s interest or ground lease, as the case may be, as “Landlord” under this Lease for the balance then remaining of the Term, and thereafter this Lease shall continue as a direct Lease between such party, as “Landlord”, and Tenant, as “Tenant”, subject, however, to the conditions set forth in provisions of Section 2 above have been met at the time Lender becomes such successor or owner 18.3 below. Tenant shall send to each Mortgagee (after notification of the Propertyidentity of such Mortgagee and the mailing address thereof) copies of all notices that Tenant sends to Landlord pursuant to this Lease; such notices to such Mortgagee shall be sent concurrently with the sending of the notices to Landlord and in the same manner as notices are required to be sent pursuant to Section 24.14 below. Tenant will accept performance of any provision of this Lease by such Mortgagee as performance by, and with the Lease shall not be terminated or affected thereby but shall continue in full same force and effect as a direct lease between Lender and Tenant upon all of the termsthough performed by, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for . If any act or omission of LandlordLandlord would give Tenant the right, whether prior to immediately or after such foreclosure lapse of a period of time, to cancel or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the terminate this Lease, or (ii) in reliance on provision of otherwise applicable lawto claim a partial or total eviction, including those permitting private rights of action for contribution, Tenant shall not exercise such right until (A) Tenant gives notice of such act or omission to Landlord and to each such Mortgagee, and (B) a reasonable period of time for remedying such act or omission elapses following the time when such Mortgagee becomes entitled under such Mortgage to remedy same (which reasonable period shall in no event be affected herebyless than the period to which Landlord is entitled under this Lease or otherwise, after similar notice, to effect such remedy and which reasonable period shall take into account such time as shall be required to institute and complete any foreclosure proceedings).

Attornment. Lender If the interest of Landlord in the Property and Tenant agree that if Lender under the Lease shall succeed be acquired by Agent by reason of foreclosure of the Mortgage or any other act or proceeding(s) made or brought to enforce the rights of Landlord under the Lease or shall become the owner of the Property Agent, including, but not limited to, by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseas a result of any other means, then the Lease and all terms therein, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner rights of the PropertyTenant thereunder, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and shall not be altered, terminated, or disturbed, except in accordance with the terms of the lease, and Tenant upon shall be bound to Agent and Agent shall be bound to Tenant, subject to the terms hereof under all of the terms, covenants and conditions set forth in of the Lease for the balance of the terms, and any renewals thereof with the same force and effect as if the Agent were the Landlord under the Lease, and in that event. In the event Agent acquires the interest of Landlord, Tenant hereby agrees to attorn to Lender Agent as his landlord, said attornment to be effective and Lender agrees to accept such attornment; and further provided that self-operative without the provisions execution of any other instruments on the Security Instrument shall govern with respect part of either party hereto, immediately upon Agent succeeding to the disposition interest of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior with written notice of same being delivered to the date on which Lender shall become the owner Tenant. Upon receipt by Tenant of the Property, or said written notice from Agent that Agent has succeeded to the rights interest of Landlord under the Lease, or (ii) for any act or omission Tenant will make all payments of Landlord, whether prior to or after such foreclosure or sale (providedmonetary obligations due by Tenant under the Lease at the address provided by /s/ [ILLEGIBLE] Initials Agent in the notice. Tenant agrees, however, upon the election of and written demand by Agent within sixty (60) days after Agent receives title to Property, to execute an instrument in confirmation of the foregoing (i) provisions, satisfactory to Agent and (ii) Tenant, in which Tenant shall acknowledge this agreement to attorn which shall set forth the terms and conditions hereof and shall not relieve the Lender of the continuing be deemed or construed, in any way, as expanding or modifying Tenant’s obligations required of the Landlord as tenant under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise where specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyset forth herein.

Attornment. Lender and Tenant agree that if Lender shall succeed Upon the written request of any person or party succeeding to the rights interest of Landlord under the Lease or this Lease, Tenant shall automatically become the owner tenant of and attorn to such successor in interest without any change in any of the Property by reason terms of the foreclosure of the Security Instruments or the acceptance of a deed or assignment this Lease. No successor in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease interest shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid Rent for more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved advance, except payments of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating security for the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made performance by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or of Tenant’s obligations in the under this Lease, or (iib) subject to any offset, defense or damages arising out of a default or any obligations of any preceding Landlord. Neither Landlord’s Mortgagee nor its successor in reliance on provision interest shall be bound by any amendment of otherwise applicable law, including those permitting private rights this Lease entered into after Tenant has been given written notice of action for contribution, the name and address of Landlord’s Mortgagee and without the written consent of Landlord’s Mortgagee or such successor in interest. Any transferee or successor-in-interest shall not be affected herebyliable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit except for deposits actually paid to the successor or transferee. Tenant agrees to give written notice of any default by Landlord to the holder of any Mortgage. Tenant further agrees that, before it exercises any rights or remedies under the Lease, the holder of any Mortgage or other successor in interest shall have the right, but not the obligation, to cure the default within the same time, if any, given to Landlord to cure the default, plus an additional thirty (30) days. The subordination, attornment and mortgagee protection clauses of this paragraph 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments substantially in the form of Exhibit “H” hereto to confirm the same. Tenant shall from time to time, if so requested by Landlord and if doing so will not materially and adversely affect Tenant’s economic interests under this Lease, join with Landlord in amending this Lease so as to meet the needs or requirements of any lender that is considering making or that has made a loan secured by all or any portion of the Complex.

Attornment. If Lender and Tenant agree that if Lender shall succeed succeeds to the rights of Landlord under the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth Landlord’s interest in the Lease, and in that event, Tenant agrees to attorn will be bound to Lender and Lender agrees according to accept such attornment; and further provided that the provisions Lease for the balance of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions term of the Lease or to reimburse Tenant for and any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any extension of its obligations under the Lease which have accrued prior to as if Lender were the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of and Tenant will attorn to Lender as its Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs immediately upon Lender’s succeeding to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights interest of Landlord under the Lease; (f) liable for and Tenant will be obligated to pay rent to Lender upon Tenant’s receipt of written notice from Lender that it has succeeded to the return interest of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease. Subject to Paragraph 4, except to upon such attornment the extent such sums are actually received by Lender; (g) bound by any payment rights and obligations 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 and Lender or (ii) such prepayment shall will be the same as they would have been expressly approved if Lender had been landlord under the Lease. Notwithstanding the terms of by lender; (h) intentionally omitted; (i) bound by any agreement materially amendingthis Paragraph 3, modifying or terminating the Lease made without Tenant will be obligated to pay rent directly to Lender prior to Lender’s prior written consent prior to the time Lender succeeded succeeding to Landlord’s interest except as otherwise specifically provided in the LeaseLease upon the earlier of Tenant’s receipt of a copy of (a) notice from Lender to Tenant that Landlord is in default under the terms and conditions of the Note evidencing the Loan and/or the loan instruments securing same and that Landlord has failed to cure said default within the cure period permitted and instructing Tenant to pay all rents under the Lease to Lender from and after said notice, by virtue of the authority herein and in the Assignment of Rents and Leases recorded at O.R. Book , Page , Public Records of Pinellas County, Florida; (b) an order of sequestration in favor of Lender; or (jc) bound notice of Lender having taken possession of the Premises either by consent or by the appointment of a receiver. Tenant is hereby expressly authorized and directed by Landlord to pay in accordance with this Paragraph 3 any indemnification or obligations contained in and all amounts due Landlord pursuant to the Lease with to Lender or such nominee as Lender may designate in writing delivered to and received by Tenant, said Tenant being expressly relieved of any and all duty, liability or obligation to Landlord in respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyall payments so made.

Attornment. Lender and Tenant agree that if Lender shall succeed to In the rights event of Landlord under (a) a transfer of Landlord's interest in the Lease Leased Premises, (b) the termination of any ground or shall become the owner underlying lease of the Property by reason Building and/or underlying land, or (c) the purchase of the Building or Landlord's interest therein at a foreclosure of the Security Instruments sale or the acceptance of a by deed or assignment in lieu of foreclosure under any mortgage or otherwisepursuant to a power of sale contained in any mortgage, then in any of such events, Tenant shall, at Landlord's request, attorn to and recognize the transferee or purchaser of Landlord's interest or the landlord under the terminated ground or underlying lease, as the case may be, as landlord under this Lease for the balance then remaining of the Term, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the thereafter this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the termssuch person, covenants and conditions set forth in the Leaseas "Landlord", and in that eventTenant, Tenant agrees to attorn to Lender and Lender agrees to accept as "Tenant", but such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds landlord, transferee or condemnation awards and Lender purchaser shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether Landlord prior to such lease termination or after prior to such foreclosure or sale (providedperson's succession to title, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall nor be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsetsoffset, defenses, abatements defense or counterclaims which shall have accrued to Tenant against Landlord counterclaim accruing prior to the date upon which Lender shall become the owner of the Property such lease termination or succeeded prior to the rights of Landlord under the Lease; (f) liable for the return of rental security depositssuch person's succession to title, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) nor be bound by any payment of rents, additional rents Basic Rent or other sums which Tenant may have paid Additional Charges prior to such lease termination or prior to such person's succession to title for more than one (1) month in advance advance. Tenant agrees that, within five (5) days after written request therefor from Landlord, it will, from time to time, execute and deliver any prior Landlord unless (i) such sums are actually received by Lender instrument or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound other document required by any agreement materially amendingmortgagee, modifying transferee, purchaser or terminating the Lease made without Lender’s prior written consent prior other interested person to the time Lender succeeded confirm such attornment and/or such obligation to Landlord’s interest except attorn. Tenant hereby irrevocably constitutes and appoints Landlord as otherwise specifically provided in the Lease; or (j) bound by Tenant's attorney-in-fact to execute, acknowledge and deliver any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability and all such instruments for and on behalf of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyTenant.

Attornment. Lender and Tenant agree that if Lender If the interest of the Landlord shall succeed be transferred to the rights of Landlord under the Lease Lender or shall become the owner of the Property any other person by reason of the foreclosure Lender's exercise of any of its rights or remedies under the Loan Documents, including, without limitation, the exercise of the Security Instruments power of sale under the Deed of Trust or other proceeding brought to enforce the acceptance rights of a the holder of the Deed of Trust, by deed or assignment in lieu of foreclosure or otherwiseby any other method (each such other persons being hereinafter referred to as a "Purchaser"), and the conditions set forth in Section 2 above have been met at Lender or such Purchaser succeeds to the time Lender becomes such successor or owner interest of the Lender in the Mortgaged Property, the Lease Tenant shall not be terminated bound to the Lender or affected thereby but such Purchaser, and the Lender or such Purchaser shall continue in full force and effect as a direct lease between Lender and be bound to the Tenant upon under all of the terms, covenants covenants, conditions and conditions set forth warranties under the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option granted in the Lease, with the same force and in that event, Tenant agrees to attorn to effect as if the Lender and Lender agrees to accept or such attornment; and further provided that Purchaser were the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior and the Tenant does hereby attorn to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender or such 2 118 Purchaser as its landlord, said attornment to be effective and self-operative without the execution of any further instruments on the continuing obligations required part of any parties hereto immediately upon the Lender or such Purchaser succeeding to the interest of the Landlord under in the Lease); Mortgaged Property. Without limiting the foregoing, within fifteen (c15) required business days after written request by the Lender or such Purchaser, the Tenant agrees to make any repairs execute and deliver to the Property Lender or such person, any instrument of further assurance reasonably requested by the Lender or such Person to confirm and acknowledge such attornment. Notwithstanding anything to the premises demised under contrary contained herein, the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender Tenant shall be obligated under no obligation to pay rent or any other charges due under the Lease to make the Lender or such repairs,; (d) required to make any capital improvements to Purchaser until the Property Tenant receives written notice from the Lender or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or such Purchaser that it has succeeded to the interest of the Landlord in the Mortgaged Property (or that the Lender has exercised its rights of Landlord under the Lease; (fDeed of Trust) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent and directing where such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not rent should be affected herebydelivered.

Attornment. Lender and Tenant agree that if Lender shall succeed to In the rights of Landlord under the Lease or shall become the owner of the Property event that, by reason of the foreclosure of the Security Instruments mortgage for any reason or due to any exercise of a power of sale or as a result of the acceptance taking of a deed or assignment in lieu of foreclosure foreclosure, mortgagee or otherwiseany successor or assignee of mortgagee succeeds to the interest of the Landlord under this Lease, and then upon receipt of notice from the conditions set forth in Section 2 above have been met at the time Lender becomes mortgagee or such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in assignee that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or it has succeeded to the rights of the Landlord under the this Lease, Tenant hereby agrees to recognize mortgagee or (ii) for such successor or assignee as Tenant's landlord under this Lease and hereby agrees to attorn to mortgagee or such successor or assignee. Said attornment is to be effective and self-operative without the execution of any act other instrument immediately upon mortgagee or omission any successor or assignee of Landlord, whether prior mortgagee succeeding to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required rights of the Landlord under the Lease), and this Lease shall continue in accordance with its terms between Tenant and mortgagee or any successor assignee of mortgagee, as Landlord; provided, however, that mortgagee or any successor or assignee of mortgagee shall not: (a) be bound by any prepayment of rent more than 60 days in advance; (b) be bound by any amendment or modification of this Lease made after the succession or assignment without the consent of mortgagee or its successor or assignee; (c) required to make any repairs to the Property be personally liable under this Lease, and mortgagee's or to the premises demised its successor's or assignee's liability under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under limited to the Lease to make such repairs,interest of mortgagee or its successor or assignee in the Leased Premises; (d) required to make be liable, except by way of set-off, for any capital improvements to act, omission, neglect, or default of any prior landlord under this Lease including, without limitation, the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completedLandlord; and (e) be subject to any claims, credits, offsets, defensesor defenses which Tenant might have against any prior landlord under this Lease including, abatements without limitation, the Landlord. Tenant agrees to execute and deliver within ten (10) days of Landlord's request or counterclaims which shall have accrued to Tenant against Landlord prior such successor's request an attornment agreement certifying as to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord matters set forth in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebythis paragraph.

Attornment. Lender and In the event of the enforcement by any Mortgagee of any remedy under any Mortgage or Mortgage loan document, Tenant agree that if Lender shall succeed shall, at the option of the Mortgagee or of any other person or entity succeeding to the rights interest of Landlord the Mortgagee as a result of such enforcement, attorn to the Mortgagee or to such person or entity and shall recognize the Mortgagee or such successor in the interest as lessor under the Lease or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth without change in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornmentprovisions thereof; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing Mortgagee or such successor in interest shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) be liable for or bound by (i) for Landlord’s failure to perform any payment of its obligations under an installment of Rent or Additional Rent which may have been made more than 30 days before the Lease which have accrued prior to the due date on which Lender shall become the owner of the Propertysuch installment, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlordor default by Landlord under the Lease (but the Mortgagee, whether prior or such successor, shall be subject to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of Landlord to the extent arising from and after such succession to the extent of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fireMortgagee’s, or other casualty such successor’s, interest in the Property), (iii) any credits, claims, setoffs or by reason of condemnation unless Lender shall be obligated defenses which any Tenant may have against Landlord, or (iv) any obligation under the Lease to make maintain a fitness facility at the Property. Tenant, upon the reasonable request by the Mortgagee or such repairs,; (d) required successor in interest, shall execute and deliver a commercially reasonable instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event the Mortgagee shall have entered into a separate subordination, attornment and non-disturbance agreement directly with Tenant governing Tenant’s obligation to make any capital improvements attorn to the Property Mortgagee or to such successor in interest as lessor, the premises demised under terms and provisions of such agreement shall supersede the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner provisions of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebythis Subsection.

Attornment. Lender and Tenant agree that if Lender shall succeed to In the rights of Landlord under the Lease or shall become the owner of the Property event that, by reason of the foreclosure of the Security Instruments mortgage for any reason or due to any exercise of a power of sale or as a result of the acceptance taking of a deed or assignment in lieu of foreclosure foreclosure, mortgagee or otherwiseany successor or assignee of mortgagee succeeds to the interest of the Landlord under this Lease, and then upon receipt of notice from the conditions set forth in Section 2 above have been met at the time Lender becomes mortgagee or such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in assignee that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or it has succeeded to the rights of the Landlord under the this Lease, Tenant hereby agrees to recognize mortgagee or (ii) for such successor or assignee as Tenant's landlord under this Lease and hereby agrees to attorn to mortgagee or such successor or assignee. Said attornment is to be effective and self-operative without the execution of any act other instrument immediately upon mortgagee or omission any successor or assignee of Landlord, whether prior mortgagee succeeding to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required rights of the Landlord under the Lease), and this Lease shall continue in accordance with its terms between Tenant and mortgagee or any successor assignee of mortgagee, as Landlord; provided, however, that mortgagee or any successor or assignee of mortgagee shall not: (a) be bound by any prepayment of rent more than 60 days in advance; (b) be bound by any amendment or modification of this Lease made without the consent of mortgagee or its successor or assignee; (c) required to make any repairs to the Property be personally liable under this Lease, and mortgagee's or to the premises demised its successor's or assignee's liability under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under limited to the Lease to make such repairs,interest of mortgagee or its successor or assignee in the Leased Premises; (d) required to make be liable, except by way of set-off, for any capital improvements to act, omission, neglect, or default of any prior landlord under this Lease including, without limitation, the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completedLandlord; and (e) be subject to any claims, credits, offsets, defensesor defenses which Tenant might have against any prior landlord under this Lease including, abatements without limitation, the Landlord. Tenant agrees to execute and deliver within ten (10) days of Landlord's request or counterclaims which shall have accrued to Tenant against Landlord prior such successor's request an attornment agreement certifying as to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord matters set forth in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebythis paragraph.

Attornment. Lender and Tenant agree that if Lender shall succeed Subject to the rights provisions of Landlord under Paragraph 2 herein, if the Lease or shall become interests of Lessor in and to the owner of the Property Leased Premises are owned by Mortgagee by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in any deed-in-lieu of foreclosure, foreclosure or otherwiseother proceedings brought by it or by any other manner, including (but not limited to) Mortgagee's exercise of its rights under any security interest covering, or any assignment of, leases and rents, and Mortgagee succeeds to the conditions set forth in Section 2 above have been met at interest of Lessor under the time Lender becomes such successor or owner of the PropertyLease, the Lease Lessee shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon bound to Mortgagee under all of the terms, covenants and conditions set forth in of the Lease for the balance of the term thereof remaining and any extension or renewal thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, Mortgagee abides by all of the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in terms of the Lease); , including Tenant's right to quiet enjoyment (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord extent such quiet enjoyment is provided under the Lease) ; and Lessee does hereby attorn to Mortgagee, or (ii) for as its lessor, said attornment to be effective and self-operative, without the execution of any act or omission further instruments on the part of Landlordany of the parties hereto, whether prior immediately upon Mortgagee's succeeding to or after such foreclosure or sale (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 foregoing (i) and (ii) shall not relieve the Lender interest of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised Lessor under the Lease required as a result or otherwise has the right to receive such rents. In the event Lessor receives written notice from Mortgagee that Mortgagee has succeeded to the interest of fire, or other casualty or by reason of condemnation unless Lender shall be obligated the Lessor under the Lease or otherwise has the right to make receive such repairs,; (d) required to make any capital improvements rents, Lessor hereby consents to the Property or payment of such rents to the premises demised under the Lease which Landlord may have agreed Mortgagee thereafter and releases Lessee from any liability to makeLessor for any such rents so paid to Mortgagee, but had not completed; (e) subject and Mortgagee agrees to indemnify, defend and hold Lessee harmless from any offsetsclaim, defensesincluding, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security depositswithout limitation, if any, paid all reasonable expenses incurred by Tenant in connection therewith, asserted by Lessor for any such rents so paid to Landlord in accordance with the LeaseMortgagee. The respective rights and obligations of Lessee and Mortgagee upon such attornment, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved the then remaining balance of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the term of the Lease made without Lender’s prior written consent prior and any such extension or renewal, shall be and are the same as now set forth therein, it being the intention of the parties hereto for this purpose to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in incorporate the Lease in this Agreement by reference, with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebysame force and effect as if set forth at length herein.

Attornment. Lender If the interests of the Landlord in the Premises shall be transferred to and Tenant agree that owned by the Mortgagee by reason of foreclosure or other proceedings brought by it, or by any other manner, or if Lender shall succeed the Mortgagee takes possession of or makes entry upon the Premises pursuant to the rights Mortgage, the Assignment, or any other document evidencing or securing the Loan, the Tenant shall be directly bound to the 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 thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Mortgagee were the Landlord under the Lease or and the Mortgagee shall become be directly bound to the owner Tenant under all of the Property by reason terms, covenants, and conditions of the foreclosure Lease for the balance of the Security Instruments term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the acceptance of a deed or assignment in lieu of foreclosure or otherwiseLease, with the same force and effect as if the Mortgagee were the Landlord under the Lease, and the conditions Tenant does hereby attorn to the Mortgagee as its Landlord, such attornment to be effective and self‑operative immediately upon the Mortgagee succeeding to the interest of the Landlord in the Premises without the execution of any further instruments on the part of any of the parties hereto. The Tenant agrees, however, upon the election of and written demand by the Mortgagee within twenty (20) days after the Mortgagee receives title to or takes possession of the Premises, to execute an instrument in confirmation of the foregoing provisions, satisfactory to the Mortgagee, in which the Tenant shall acknowledge such attornment and shall set forth the terms and conditions of its tenancy in Section 2 above have been met at accordance with the time Lender becomes Lease and this Agreement. Upon any such successor or owner of the Propertyattornment, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender the Mortgagee and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender In the event of the occurrence of a Termination Event that does not result in the termination or rejection of the Sublease and Tenant agree that if Lender shall succeed to upon the rights of Landlord under the Lease or shall become the owner transfer of the Property by reason of such Termination Event to Acquiring Party, Subtenant agrees to attorn to, accept and recognize any Acquiring Party as the foreclosure of landlord under the Security Instruments Lease or as sublandlord under the acceptance of a deed or assignment in lieu of foreclosure or otherwiseSublease, and the conditions set forth as described in Section 2 above for the remainder of the term of the Sublease (including all extension periods which have been met at or are hereafter exercised), and to pay and perform all obligations of Subtenant in accordance with the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants terms and conditions set forth in the LeaseSublease. Subtenant agrees, however, to execute and deliver, at any time and from time to time, promptly upon the request of the Collateral Agent or any Acquiring Party any instrument which may be necessary or appropriate (as determined by the Collateral Agent or such Acquiring Party, as applicable, in its reasonable discretion) to evidence such attornment; provided, that eventsuch instrument shall not materially increase Subtenant’s obligations or materially decrease Subtenant’s rights under the Sublease. Notwithstanding anything in the Sublease to the contrary, Tenant agrees from and after the date that Subtenant shall be required to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, howeverAcquiring Party hereunder, the foregoing rent payable under the Sublease shall not limit Lender’s obligation be equal to complete repair and maintenance obligations as set forth in [the Lease); (b) liable greater of (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date allocable (i.e., on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (iia rentable square foot basis) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound by any payment of rents, fixed rent and 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in rent payable under the Lease with respect to asbestos, environmental or hazardous substances provided however the Sublease Premises and (ii)]4 the rent payable under the Sublease. 3 Delete bracketed language if the Sublease is a Material Sublease (as defined in the Lease (Non-CPLV)) that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in is entered into directly between the Lease, or master tenant and a third party subtenant and (ii) Landlord is required to deliver an SNDA in reliance on provision accordance with the provisions of otherwise applicable law, including those permitting private rights Section 22.3 of action for contribution, shall not be affected herebythe Lease (Non-CPLV). 4 Delete bracketed language if the Sublease is a Material Sublease (as defined in the Lease (Non-CPLV)) that (i) is entered into directly between the master tenant and a third party subtenant and (ii) Landlord is required to deliver an SNDA in accordance with the provisions of Section 22.3 of the Lease (Non-CPLV).

Attornment. Lender and Tenant agree that if Lender shall succeed to upon the rights of Landlord under the Lease or shall become the owner conveyance of the Property by reason of the foreclosure of the Security Instruments Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the Conditions above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between Lender the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease, Lease and in that event, Tenant agrees to attorn to Lender the Transferee and Lender agrees to the Transferee shall accept such attornment; , and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender Transferee shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (providedTenant, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender the Transferee shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (providedsale, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs,; , (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; , or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender the Transferee shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent Lease unless such sums are actually received by Lender; the Transferee, (g) 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 Lender the Transferee or (ii) such prepayment shall have been expressly approved of by lender; the Transferee, (h) intentionally omitted; bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement materially amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time Lender the Transferee succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in assignment of the Lease with respect or sublease of the Property, or any portion thereof, made prior to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect time the Transferee succeeded to claims made by Tenant (i) Landlord’s interest other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in if pursuant to the provisions of the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that if Lender shall succeed to In the rights event of Landlord under (a) a transfer of Landlord's interest in the Lease Building, (b) the termination of any ground or shall become the owner underlying lease of the Property by reason Building or the Land, or both, or (c) the purchase or other acquisition of the Building or Landlord's interest therein in a foreclosure of the Security Instruments sale or the acceptance of a by deed or assignment in lieu of foreclosure under any Mortgage or otherwisepursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, at the request of Landlord or Landlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this Lease for the balance then remaining of the Term, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the thereafter this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender such Person, as "Landlord," and Tenant upon all of the termsTenant, covenants and conditions set forth in the Leaseas "Tenant," except that such lessor, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds transferee or condemnation awards and Lender purchaser shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of LandlordLandlord before such lease termination or before such Person's succession to title, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall nor be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsetsoffset, defensesdefense or counterclaim accruing before such lease termination or before such Person's succession to title, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) nor be bound by any payment of rents, additional rents Basic Rent or other sums which Tenant may have paid Additional Charges before such lease termination or before such Person's succession to title for more than one (1) month in advance advance. Tenant shall, within ten days after request by Landlord or the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant any prior Landlord unless (i) such sums are actually received by Lender right to terminate or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the adversely affect this Lease, or (ii) in reliance on provision the obligations of otherwise applicable lawTenant hereunder, including those permitting private rights upon or as a result of action for contribution, shall not be affected herebythe termination of any such ground or underlying lease or the completion of any such foreclosure and sale.

Attornment. Lender and If Landlord’s interest in the Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant agree that if Lender shall succeed shall, at the election of such mortgagee or purchaser, attorn to the rights transferee of or successor to Landlord’s interest in the Property Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been separately filed with the Commission. and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or rule of law which gives Tenant any right to terminate this Lease or shall become the owner surrender possession of the Property by reason Premises upon the transfer of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseLandlord’s interest. Upon such attornment, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender the mortgagee and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the this Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided except that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender mortgagee shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (bi) liable (i) for Landlord’s failure in any way to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) Tenant for any act or omission omission, neglect or default on the part of Landlord, whether prior to or after such foreclosure or sale Landlord under this Lease (provided, however, the foregoing nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such succession), (ii) shall not relieve the Lender of the continuing obligations required of the responsible for any monies owing by or on deposit with Landlord under the Lease); (c) required to make any repairs to the Property or credit of Tenant (except to the premises demised under the Lease required as a result of fireextent any such deposit is actually received by such mortgagee), or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (eiii) subject to any offsets, defenses, abatements counterclaim or counterclaims setoff which shall have theretofore accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; Landlord, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (giv) bound by any payment amendment or modification of rentsthis Lease subsequent to such mortgage, additional rents or other sums which Tenant may have paid by any previous prepayment of Rent for more than one (1) month month, which was not approved in advance writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to any prior be done by the Landlord unless (i) such sums are actually received under this Lease to render the Premises ready for occupancy by Lender the Tenant or the payment of the Finish Work Allowance, or (iivii) required to remove any person occupying the Premises or any part thereof, except if such prepayment person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall have been expressly approved prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by lender; or under common control with Landlord, a purchaser at a foreclosure sale (ha “Successor”) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating succeeds to the Lease made without Lender’s prior written consent interest of Landlord prior to the time Lender succeeded completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to Landlordsend written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s interest except as otherwise specifically provided in first payment towards the Lease; or Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (ja “Succession Election Notice”) bound by any indemnification or obligations contained in the Lease with respect within sixty (60) days following notice of such acquisition, to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant either (iI) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the terminate this Lease, or (iiII) continue this Lease, deposit such Excess Costs in reliance escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on provision behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been separately filed with the Commission. (to the extent the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such acquisition, to either (X) terminate this Lease, or (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable lawprovisions of this Lease. Tenant’s failure to give a Succession Election Notice in the time period(s) required above shall be deemed to be an election pursuant to the clause (II) or (Y) of the immediately preceding sentence, including those permitting private rights of action for contribution, shall not be affected herebyas applicable.

Attornment. Lender and Tenant agree that if Lender shall succeed to If the rights interest of Landlord under the Lease or shall become the owner of the Property be transferred by reason of the foreclosure or other proceedings for enforcement of the Security Instruments or Mortgage, pursuant to the acceptance taking of a deed or assignment in lieu of foreclosure (or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor similar device) or owner as a result of the Propertyexercise of any power of sale under the Mortgage, Lessee shall be bound to the Successor, and, except as provided herein, the Lease Successor shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon bound to Lessee, under all of the terms, covenants and conditions set forth in of the Lease for the balance of the term thereof remaining, with the same force and effect as if the Successor were the landlord, and Lessee does hereby (i) agree to attorn to the Successor, including Lender if it be the Successor, as its landlord, (ii) affirm its obligation under the Lease, and in that event(iii) agree to make payments when due of all sums due under the Lease to the Successor, Tenant agrees said attornment, affirmation and agreement to attorn be effective and self-operative, without the execution of any further instruments, upon Lessee and the Successor succeeding to Lender the Ulta Tallgrass Office Lease interest of Landlord. Lessee shall, at the request of Successor, execute, acknowledge and Lender agrees deliver such further instruments reasonably acceptable to accept Lessee evidencing such attornment; and further provided that attornment as are desired by the Successor. Lessee waives the provisions of the Security Instrument shall govern with respect any statute or rule of law now or hereafter in effect that may give or purport to the disposition of give it any casualty insurance proceeds right or condemnation awards and Lender shall not be (a) obligated election to complete any initial construction work required to be done by Landlord pursuant to the provisions of terminate or otherwise adversely affect the Lease or to reimburse Tenant for the obligations of Lessee thereunder by reason of any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth foreclosure or similar proceeding. Anything in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender contrary notwithstanding, in the event that a Successor shall become the owner of the Property, or succeeded succeed to the rights interests of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which Successor shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security depositsno obligation, nor incur any liability, beyond its then interest, if any, paid by Tenant in the Premises and Lessee shall look exclusively to Landlord such interest of the Successor, if any, in accordance with the Premises for the payment and discharge of any obligations imposed upon the Successor hereunder or under the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease . Lessee agrees that with respect to asbestosany judgment which may be obtained or secured by Lessee against the Successor, environmental Lessee shall look solely to the estate or hazardous substances provided however that interest owned by the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations Successor in the Lease, Premises and Lessee will not collect or (ii) in reliance on provision attempt to collect any such judgment out of otherwise applicable law, including those permitting private rights any other assets of action for contribution, shall not be affected herebythe Successor.

Attornment. Lender and Tenant agree that if Lender shall succeed to If Ground Lessor or any other subsequent purchaser of the rights of Landlord under the Lease or Property shall become the owner landlord of the Property Premises by reason of the foreclosure termination of the Security Instruments Ground Lease or by reason of any other enforcement of the acceptance of a deed Ground Lease (Ground Lessor or assignment in lieu of foreclosure or otherwisesuch other purchaser and landlord being hereinafter referred as “Subsequent Landlord”), and the conditions set forth in Section 2 above have been met at the time Lender Subsequent Landlord becomes such successor or owner landlord of the PropertyPremises, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender Subsequent Landlord and Tenant upon all of the terms, covenants and conditions set forth in the Lease, Lease and in that event, Tenant agrees to attorn to Lender Subsequent Landlord and Lender agrees Subsequent Landlord by virtue of such termination of the Ground Lease shall be deemed to have agreed to accept such attornment; and further provided , provided, however, that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender Subsequent Landlord shall not be (a) obligated liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (ba “Prior Landlord”) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender Subsequent Landlord shall become the owner landlord of the PropertyPremises, or succeeded to provided that the rights of Landlord foregoing shall not limit Subsequent Landlord’s obligations under the Lease, or (ii) for Lease to correct any act or omission conditions of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing a continuing nature that (i) existed as of the date Subsequent Landlord shall become the landlord of the Premises and (ii) shall not relieve the Lender of the continuing violate Subsequent Landlord’s obligations required of the Landlord as landlord under the Lease); (c) required provided further, however, that Subsequent Landlord shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to make any repairs cure the same, all pursuant to the Property or to terms and conditions of the premises demised under the Lease required as a result of fireLease, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (eb) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to in favor of Tenant against any Prior Landlord prior to the date upon which Lender Subsequent Landlord shall become the owner landlord of the Property or succeeded to the rights of Landlord under the Lease; Premises, if any, (fc) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease, except to the extent Lease unless such sums are actually received by Lender; Subsequent Landlord, provided, however, that Tenant shall not be required to replenish any Security Deposit not provided to Subsequent Landlord by Prior Landlord, (gd) 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 Prior Landlord unless (i) such sums are actually received by Lender Subsequent Landlord or (ii) such prepayment shall have been expressly approved of by lender; Subsequent Landlord, (h) intentionally omitted; (ie) bound by any agreement materially amendingterminating or amending or modifying the rent, modifying term, commencement date or terminating other material term of the Lease Lease, or any voluntary surrender of the premises demised under the Lease, made without LenderGround Lessor’s or Subsequent Landlord’s prior written consent in violation of the terms of the Ground Lease prior to the time Lender Subsequent Landlord succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Premises, or any portion thereof, made prior to the time Subsequent Landlord succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Subsequent Landlord does arise pursuant to this Agreement, such liability shall be limited and restricted to Subsequent Landlord’s interest in the Property and shall in no event exceed such interest. Alternatively, upon the written request of Ground Lessor or its successors or assigns, Tenant shall enter into a new lease of the Premises with Ground Lessor or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease, except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebythis Agreement.

Attornment. Lender and Tenant agree that In the event of a termination of any ground or underlying lease, or if Lender shall succeed to the rights interest of Landlord under the this Lease or shall become the owner of the Property are transferred by reason of the foreclosure of the Security Instruments of, or the acceptance of a deed or assignment assigned in lieu of of, foreclosure or otherwiseother proceedings for enforcement of any mortgage, or if the holder of ang mortgage acquires a lease in substitution therefore, then Tenant under this Lease will, upon requtst made in writing by the lessor under such ground or underlying lease or such mortgagee or purchaser, assignee or lessee, as the case may be, either (i) attorn to it and will perform for its benefit all the conditions set forth in Section 2 above have been met at provisions of this Lease on Tenant's part to be performed with the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full same force and effect as a direct lease between Lender and Tenant upon all of if said lessor, such mortgagee or purchaser, assignee or lessee, were the terms, covenants and conditions set forth Landlord originally named in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the this Lease, or (ii) for any act enter into a new lease with said lessor or omission of such mortgagee or purchaser, assignee or lessee, as Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return remaining term of rental security depositsthis Lease and otherwise on the same provisions with the same options, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound by any payment then remaining. The foregoing provisions of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any prior Landlord unless clause (i) such sums are actually received by Lender or (ii) such prepayment of this Section 20.02 shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior inure to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; benefit of such lessor, mortgagee, purchaser, assignee or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contributionlessee, shall not be affected herebyself-operative upon the exercise of such option, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such lessor, mortgagee, purchaser, assignee or lessee agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of this Section 20.02 reasonably satisfactory to any such lessor, mortgagee, purchaser, assignee or lessee and Tenant and Tenant's counsel, acknowledging such attornment and setting forth the covenants, agreements, terms, provisions and conditions of its tenancy provided same as in this Lease.

Attornment. Lender If at any time any Superior Lessor, Superior Mortgagee (each a “Senior Interest Holder”) or any other person or the successors or assigns of any of the foregoing (such Senior Interest Holder and Tenant agree that if Lender 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 election and upon the request of any such Successor Landlord, from time to time, fully and completely to attorn to and recognize any such Successor Landlord as Tenant’s landlord under this Lease or upon the then executory terms of this Lease, provided such Successor Landlord shall become agree in writing to accept Tenant’s attornment. The foregoing provisions of this Section 12.02 shall inure to the owner benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseSuperior Lease and shall be self-operative upon any such request, and no further instrument shall be required to give effect to said provisions. Upon the request of any such Successor Landlord, Tenant shall execute and deliver, from time to time, instruments reasonably satisfactory to any such Successor Landlord, in recordable form if requested, to evidence and confirm the foregoing provisions of this Section 12.02, acknowledging such attornment and setting forth the terms and conditions set forth in Section 2 above have been met at the time Lender becomes of its tenancy. Upon such successor or owner of the Propertyattornment, the this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender such Successor Landlord and Tenant upon all of the termsthen executory terms of this Lease except that such Successor Landlord shall not be: (i) liable for any act or omission, covenants negligence or default of any prior Landlord (but such Successor Landlord shall be subject to the continuing obligations the of the Landlord to the extent arising from and conditions set forth after such succession to the extent of such Successor Landlord’s interest in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the LeaseBuilding); (bii) liable (i) for Landlord’s failure subject to perform any of its obligations under the Lease counterclaim, defense or offset which theretofore shall have accrued to Tenant against any prior to Landlord; (iii) bound by the date on payment of any Base Rent or Additional Rent for more than one month in advance (unless actually received by such Successor Landlord); (iv) bound by any modification or amendment of this Lease unless such modification or amendment shall have been approved in writing by the Senior Interest Holder, of which Lender Tenant has been given notice, through or by reason of which the Successor Landlord shall become the owner of the Property, or have succeeded to the rights of Landlord under this Lease or unless the Lease, modification or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which amendment shall have accrued to Tenant against Landlord occurred prior to the date upon which Lender shall become creation of such Senior Interest; (v) obligated to construct any improvements or to grant any credit toward the owner cost of any improvements; (vi) in the event of damage to the Building by fire or other casualty, obligated to repair the Premises or the Building or any part thereof beyond such repair as may be reasonably accomplished from the net proceeds of insurance actually made available to Landlord; (vii) in the event of partial condemnation, obligated to repair the Premises or the Building or any part thereof beyond such repair as may be reasonably accomplished from the net proceeds of any award actually made available to Landlord as consequential damages allocable to the part of the Property Premises or succeeded to the rights of Landlord under the LeaseBuilding not taken; or (fviii) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) or bound by any payment of rentscredits, additional rents claims, setoffs or other sums defenses which Tenant may have paid more than one (1) month in advance to against any prior Landlord unless (i) such sums are actually received by Lender or (ii) such prepayment Landlord. Nothing contained in this Section 12.02 shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound be construed to impair any right otherwise exercisable by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to such Successor Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender and Tenant agree that For the purposes of this Section, the term "Successor ---------- Landlord" shall mean the Superior Lessor or Superior Mortgagee if Lender shall succeed the same succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or any third party that succeeds to the rights of Landlord under this Lease or shall become by virtue of having purchased the owner Land and the Building at a foreclosure sale. At the request of a Successor Landlord and upon such Successor Landlord's written agreement to accept Tenant's attornment, and to not disturb Tenant's quiet possession of the Property by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwisePremises, Tenant shall attorn to and the conditions set forth in Section 2 above have been met at the time Lender becomes recognize such successor or owner of the Property, the Successor Landlord as Tenant's Landlord under this Lease and shall not be terminated or affected thereby but promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a direct lease between Lender the Successor Landlord and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided this Lease except that the provisions of the Security Instrument Successor Landlord shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable not: (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) be liable for any previous act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and Landlord under this Lease; (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsetsoffset, defenses, abatements deficiency or counterclaims defense which theretofore shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the LeaseLandlord; (fiii) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) be bound by any payment previous modification of rents, additional rents this Lease or other sums which Tenant may have paid by any previous prepayment of more than one (1) month in advance to any prior Landlord month's Base Rent, unless (i) such sums are actually received by Lender modification or (ii) such prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of by lenderwhich the Successor Landlord shall have succeeded to the right of Landlord under this Lease; (hiv) intentionally omittedbe liable for the commencement or completion of any construction or any contribution toward construction or installation of any improvements upon the Premises required under this Lease, or any expansion or rehabilitation of existing improvements upon the Premises, or for restoration of improvements following any casualty not required to be insured under this Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (iv) bound be liable for the right and claim under this Lease in, to and upon any award or other compensation heretofore or hereafter to be made for any taking by eminent domain of any agreement materially amendingpart of the Premises, modifying or terminating the Lease made without Lender’s prior written consent prior and as to the time Lender succeeded right of disposition thereof, the same shall be in accordance with the provisions of any Superior Lease or Superior Mortgage; (vi) be liable for any right and claim under this Lease in, to Landlord’s interest except and upon any proceeds payable under all policies of fire and rent insurance upon the Premises and as otherwise specifically provided to the right of disposition thereof, the same shall be in accordance with the terms of any Superior Lease or Superior Mortgage; (vii) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of any Superior Mortgage and the execution of this Lease or any lien or judgment which may arise at any item under the terms of this Lease; or (jviii) bound by be liable for the return of any indemnification or obligations contained in security deposit which was not actually transferred to the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebySuccessor Landlord.

Attornment. Lender and Tenant agree that if Lender shall succeed If, at any time prior to the termination of this Lease, the Lessor or Mortgagee, or their successors or assigns, who acquire the interest of Landlord under this Lease through foreclosure action or a deed-in-lieu thereof, whereby the Lessor or Mortgagee succeeds to the rights of Landlord under the this Lease through possession or shall become the owner of the Property by reason of the foreclosure of the Security Instruments or the acceptance delivery of a new lease or deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met Tenant agrees, at the election and upon request of any such party (hereinafter called the "Successor Landlord"), to attorn fully and completely from time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Leaseto time, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept recognize any such attornmentSuccessor Landlord as Tenant's landlord under this Lease upon the executory terms of this Lease; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provisions of this Section 13.03 shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior inure to the date on which Lender benefit of any such Successor Landlord, shall become apply notwithstanding that, as a matter of law, this Lease may terminate upon the owner termination of the Property, or succeeded to the rights of Landlord under the a Superior Lease, or (ii) for shall be self-operative upon any act or omission of Landlordsuch demand, whether prior and no further instrument shall be required to or after such foreclosure or sale (providedgive effect to said provisions. Tenant, however, upon demand of any such Successor Landlord, agrees to execute any instruments to evidence and confirm the foregoing (i) and (ii) shall not relieve the Lender provisions of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of firethis Section 13.03, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject satisfactory to any offsetssuch Successor Landlord, defenses, abatements or counterclaims which shall have accrued to acknowledging such attornment and setting forth the terms and conditions of its tenancy and Tenant against hereby constitutes and appoints Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable attorney-in-fact for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance execute any such instrument for and on behalf of Tenant, such appointment being coupled with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyan interest.

Attornment. Lender and Tenant agree that if Lender shall succeed Upon the written request of any person or party succeeding to the rights interest of Landlord under the Lease or this Lease, Tenant shall automatically become the owner tenant of and attorn to such successor in interest without any change in any of the Property by reason terms of the foreclosure of the Security Instruments or the acceptance of a deed or assignment this Lease. No successor in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease interest shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid Rent for more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved advance, except payments of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating security for the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made performance by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or of Tenant’s obligations in the under this Lease, or (iib) subject to any offset, defense or damages arising out of a default or any obligations of any preceding Landlord. Neither Landlord’s Mortgagee nor its successor in reliance on provision interest shall be bound by any amendment of otherwise applicable law, including those permitting private rights this Lease entered into after Tenant has been given written notice of action for contribution, the name and address of Landlord’s Mortgagee and without the written consent of Landlord’s Mortgagee or such successor in interest. Any transferee or successor-in-interest shall not be affected herebyliable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit except for deposits actually paid to the successor or transferee. Tenant agrees to give written notice of any default by Landlord to the holder of any Mortgage. Tenant further agrees that, before it exercises any rights or remedies under the Lease, the holder of any Mortgage or other successor– in–interest shall have the right, but not the obligation, to cure the default within the same time, if any, given to Landlord to cure the default, plus an additional thirty (30) days. The subordination, attornment and mortgagee protection clauses of this Section 16 shall be self–operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments substantially in the form of Exhibit H hereto to confirm the same. Tenant shall from time to time, if so requested by Landlord and if doing so will not materially and adversely affect Tenant’s economic interests under this Lease, join with Landlord in amending this Lease so as to meet the needs or requirements of any lender that is considering making or that has made a loan secured by all or any portion of the Complex.

Attornment. Lender and Tenant agree Notwithstanding anything to the contrary set forth in this Article 22, Xxxxxx agrees to attorn to any person, firm or corporation (“Successor Landlord”) purchasing or otherwise acquiring Landlord’s interest in the Project, the Building or the Premises or any portion thereof at any sale or other proceeding or pursuant to the exercise of any rights, powers, or remedies under any Mortgage as if such Successor Landlord had been named as Landlord herein, it being intended hereby that if Lender this Lease shall succeed to the rights of Landlord under the Lease be terminated, cut off or shall become the owner of the Property otherwise defeated by reason of any act or actions by any Mortgagee, then, at the foreclosure option of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseSuccessor Landlord, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender effect. Upon demand, from time to time, Xxxxxx shall execute, acknowledge and deliver to Landlord any instruments and certificates necessary or proper to further evidence the subordination and/or attornment provided for in this Article 22 or, if Landlord so elects, to render any Mortgage subordinate to this Lease or to any or all rights of Tenant upon all of the terms, covenants and conditions set forth in the Leasehereunder, and in that eventthe failure of Tenant to execute, acknowledge and deliver such instruments and certificates shall constitute a material default hereunder. Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the Security Instrument shall govern with respect to the disposition obligations of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth hereunder in the Lease); (b) liable (i) for Landlord’s failure to perform any event of its obligations under the a foreclosure proceeding or a sale in lieu of foreclosure and agrees that this Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyin any way whatsoever by any such proceeding or sale. Tenant hereby irrevocably appoints Landlord as Xxxxxx’s attorney-in-fact to execute and deliver any documents provided herein for and in the name of Tenant, and such power, being coupled with and interest, is irrevocable.

Attornment. Lender and Tenant agree that if Lender shall succeed to If the rights interests of Landlord under the Lease shall be transferred to any superior Mortgagee or shall become Successor Landlord or other purchaser or person taking title to the owner of the Property Building by reason of the termination of any superior lease or the foreclosure of the Security Instruments any superior mortgage or the acceptance deed of a deed or assignment in lieu of foreclosure or otherwisetrust, and the conditions set forth in Section 2 above have been met at the time Lender becomes so long as such successor Successor Landlord or owner Mortgagee agrees not to disturb Tenant’s possession of the PropertyPremises under this Lease, the Lease Tenant shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon bound to such Successor Landlord under all of the terms, covenants and conditions set forth 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 in that eventeffect as if Successor Landlord were the landlord under the Lease, and Tenant agrees to shall attorn to Lender and Lender agrees recognize as Tenant’s landlord under this Lease such Successor Landlord, as its landlord, said attornment to accept such attornment; be effective and self-operative without the execution of any further provided that the provisions of the Security Instrument shall govern with respect instruments upon Successor Landlord’s succeeding to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights 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 17.2. 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, ground lessor or master lessor (if different from Landlord), or (ii) for any act or omission Mortgagee. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of LandlordSubordination and Non-Disturbance Agreement. If, whether prior after exerting diligent, commercially reasonable efforts, Landlord is unable to or after obtain a Non-Disturbance Agreement from any such foreclosure or sale (providedMortgagee, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued no further obligation to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebythereto.

Attornment. Lender SUBORDINATION. -------------------------- A. Tenant accepts this Lease subject and Tenant agree that if Lender subordinate to any Ground Lease, Mortgage, Deed of Trust, Deed to Secure Debt or any other hypothecation or security now or hereafter placed upon the Leased Premises (any such instrument hereinafter called a "Mortgage") and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. If any holder of a Mortgage (herein "Landlord's Mortgagee") shall succeed elect to have this Lease prior to the rights lien of its Mortgage, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage, whether this Lease is dated prior or subsequent to the date of said Mortgage, or the date of recording thereof. B. Although the provisions of this Section 28 shall be self-operative, Tenant agrees, upon request of Landlord under or Landlord's Mortgagee, to execute any documents required to effectuate any attornment, subordination or to make this Lease prior to the Lease or lien of any Mortgage. Tenant's failure to execute such documents within ten (10) days after written demand shall become the owner constitute a material default by Tenant hereunder, or, at Landlord's option, Landlord shall execute such documents on behalf of the Property Tenant as Tenant's attorney-in-fact. C. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead, to execute such documents in accordance with this Section 28, such power of attorney being coupled with an interest. D. If by reason of a default under the foreclosure Mortgage upon the Leased Premises, the interest of Landlord in the Leased Premises is terminated, the Tenant will attorn to Landlord's Mortgagee at Landlord's Mortgagee's sole option (or to any person or entity to which the Leased Premises is conveyed by such holder) and will recognize such holder, person or entity as Tenant's landlord under this Lease. Tenant further waives the provision of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the Security Instruments or Leased Premises in the acceptance event any proceeding is brought by Landlord's Mortgagee to terminate the interest of a deed or assignment the Landlord in lieu of foreclosure or otherwisethe Leased Premises, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the agrees that this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept any way whatsoever by such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyproceeding. 25.

Attornment. Lender and Tenant agree that if Lender shall succeed to In the rights event of Landlord under (a) a transfer of Landlord’s interest in the Lease Leased Premises, (b) the termination of any ground or shall become the owner underlying lease of the Property by reason Building or the land on which it is constructed, or both, or (c) the purchase of the Building or Landlord’s interest therein in a foreclosure of the Security Instruments sale or the acceptance of a by deed or assignment in lieu of foreclosure under any Mortgage or otherwisepursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, at Landlord’s request, attorn to and recognize the transferee or purchaser of Landlord’s interest or the lessor under the terminated ground or underlying lease, as the case may be, as Landlord under this Lease for the balance then remaining of the Term, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the thereafter this Lease shall not be terminated or affected thereby but shall continue in full force and effect continued as a direct lease between Lender such person, as “Landlord” and Tenant upon all of the termsTenant, covenants and conditions set forth in the Leaseas “Tenant,” except that such lessor, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds transferee or condemnation awards and Lender purchase shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether Landlord prior to such lease termination or after prior to such foreclosure or sale (providedperson’s succession to title, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall nor be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsetsoffset, defenses, abatements defense or counterclaims which shall have accrued to Tenant against Landlord counterclaim accruing prior to the date upon which Lender shall become the owner of the Property such lease termination or succeeded prior to the rights of Landlord under the Lease; (f) liable for the return of rental security depositssuch person’s succession to title, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) nor be bound by any payment of rents, additional rents Basic Rent or other sums which Tenant may have paid Additional Charges prior to such lease termination or prior to such person’s succession to title for more than one (1) month in advance to any prior advance. Tenant shall, upon request by Landlord unless (i) such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved the transferee or purchaser of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except or the lessor under the terminated ground or underling lease, as the case may be, execute and delivery an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant any right to terminate or otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the adversely affect this Lease, or (ii) in reliance on provision the obligations of otherwise applicable lawTenant hereunder, including those permitting private rights upon or as a result of action for contribution, shall not be affected herebythe termination of any such ground or underlying lease or the completion of any such foreclosure and sale.

Attornment. Lender and Tenant agree that if Lender shall succeed to In the rights event of Landlord under (a) a transfer of Landlord's interest in the Lease Demised Premises, (b) the termination of any ground or shall become underlying lease or (c) the owner purchase of the Property Demised Premises or Landlord's interest therein in a foreclosure sale or by reason of the foreclosure of the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure under any mortgage or otherwisethe purchase pursuant to a power of sale contained in any mortgage, then in any of such events Tenant shall attorn to and recognize such succeeding party as Tenant's landlord under this Lease for the balance then remaining of the Term, and Tenant shall promptly execute and deliver any instrument that such succeeding party may reasonably request to evidence such attornment (provided that such attornment shall be self-operative). Notwithstanding the conditions subordination set forth in Section 2 above have been met at the time Lender becomes 9.02 above, upon such successor or owner of the Propertyattornment, the this Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender such succeeding party and Tenant upon all of the terms, conditions and covenants and conditions as are set forth in this Lease except the Leasesucceeding Landlord, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that who shall have succeeded by or through the provisions rights of the Security Instrument shall govern with respect to the disposition holder of any casualty insurance proceeds or condemnation awards and Lender mortgage, shall not be (a) obligated liable for any act or omission of Landlord prior to complete such lease termination or prior to such person's succession to title, nor be subject to any initial construction work required offset, defense or counterclaim accruing prior to such lease termination or prior to such person's succession to title, nor be done bound by Landlord pursuant any payment of Fixed Rent or Additional Rent prior to the provisions such lease termination or prior to such person's succession to title for more than one month in advance or by any amendment or modification of the this Lease or to reimburse any waiver, compromise, release or discharge of any obligations of Tenant for hereunder, unless such amendment, modification, waiver, compromise, release, discharge or prepayment shall have been expressly approved by the holder of any construction work done mortgage through or by Tenant (provided, however, the foregoing reason of which succeeding Landlord shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the this Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected hereby.

Attornment. Lender If the Demised Premises, Building or land where the Building is located is or will be encumbered by a mortgage, and Tenant agree that the mortgage is foreclosed, or if Lender shall succeed the Demised Premises, Building or property is sold pursuant to the rights of Landlord under the Lease a foreclosure or shall become the owner of the Property by reason of a default under a mortgage, the foreclosure of following shall apply notwithstanding the Security Instruments foreclosure, the sale, or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable default: (i) for Landlord’s failure to perform Tenant shall not disaffirm this lease or any of its obligations under this lease; (ii) at the Lease which have accrued prior request of the applicable mortgagee or purchaser at a foreclosure or sale, Tenant shall attorn to the date on which Lender shall become mortgagee or purchaser and execute a new lease for the owner Demised Premises setting forth all the provisions of this lease except that the term of the Propertynew lease shall be for the balance of this lease. In confirmation of this attornment, Tenant shall promptly execute and deliver at its own cost and expense, any instrument, in recordable form, if required, that Owner or any mortgagee may request to evidence such attornment. Notwithstanding anything contained in the contrary in Articles 7 and 71 of this Lease, provided that a trustee, mortgagee or holder of a mortgage on the Building ("Mortgagee"), or succeeded it successors and/or assigns, shall execute and deliver to Tenant an agreement to the rights effect that, if there shall be a foreclosure of Landlord its mortgage, such Mortgagee will not make Tenant a party defendant to such foreclosure, evict Tenant, disturb Tenant's possession under the this Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder, and will recognize Tenant as the direct Tenant of such Mortgagee on the same terms and conditions as are contained in this Lease, subject to the provisions hereinafter set forth, provided no Event of Default shall have occurred and be continuing hereunder beyond any applicable notice and cure period (ii) for any act or omission such agreement being referred to as a "Nondisturbance Agreement"), this Lease shall he subject and subordinate to such mortgage. This clause shall be self-operative and no further instrument of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) subordination shall not relieve the Lender of the continuing obligations be required of the Landlord under the Lease); (c) required from Tenant to make the interest on any repairs Mortgagee superior to the Property or to the premises demised under the Lease required as a result interest of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (g) 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 Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyhereunder.

Attornment. (a) If Lender and Tenant agree that if Lender shall succeed to or any other subsequent purchaser of the rights of Landlord under the Lease or Property shall become the owner of the Property by reason of the foreclosure of the Security Instruments Instrument or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseby reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Lender Purchaser becomes such successor or owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease, Lease and in that event, Tenant hereby agrees to attorn to Lender such new owner and Lender agrees to accept recognize such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of new owner as “landlord” under the Lease or without any additional documentation to reimburse Tenant for any construction work done by Tenant effect such attornment (provided, however, the foregoing if applicable law shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which require or Lender shall become reasonably request additional documentation at the time Lender exercises its remedies then Tenant shall execute such additional reasonable and customary documents evidencing such attornment as may be required by applicable law or reasonably requested by Lender). In the event that Purchaser becomes the owner of the Property, or succeeded Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment set forth above and shall be bound under all of the rights terms, covenants and conditions of Landlord under the Lease, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing that Purchaser shall not be (i) and liable for the default or failure of any prior landlord (iiany such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) shall not relieve the Lender to perform any obligations of the continuing obligations required of the Prior Landlord under the Lease); Lease or for any other act or omissions of any Prior Landlord, (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (eii) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to in favor of Tenant against any Prior Landlord prior to the date upon which Lender Purchaser shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; Property, (fiii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease, except to the extent such sums or instruments are actually received by Lender; Purchaser or a credit is given to Purchaser therefor, (giv) bound by any payment of rents, additional rents rents, base rents, percentage rent or other sums which Tenant may have paid more than one (1) month in advance of the date on which such rents, additional rents, base rents, percentage rents or other sums becoming due under the terms of the Lease to any prior Landlord unless Prior Landlord, (i) such sums are actually received by Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (iv) bound by any agreement materially amending, terminating or amending or modifying or terminating the terms of the Lease made without Lender’s prior written consent consent, or, after the acquisition of the Property, Purchaser’s prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or written consent, (jvi) bound by by, or liable for, any indemnification or obligations contained in agreement of any Prior Landlord under the Lease with respect to asbestosthe completion of any improvements at the Property or for the payment or reimbursement to Tenant of any contribution to the cost of the completion of any such improvements, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestosdisbursement of the Original Premises Tenant Improvement Allowance and the Must Take Premises Tenant Improvement Allowance, environmentalpursuant to Exhibits B-1 and B-2, or hazardous substances indemnification or obligations in as applicable, attached to the Lease, or (iivii) bound by, or liable for, any breach of, any representation or warranty contained in reliance on provision the Lease or otherwise made by any Prior Landlord. Nothing contained in this Section 3 shall relieve Purchaser from Purchaser’s obligation to cure any repair or maintenance default under the Lease with respect to the Premises by any Prior Landlord under the Lease (including Landlord), subject to force majeure, solely to the extent the same is continuing when Purchaser succeeds to the landlord’s interest under the Lease and acquires title to the Premises, provided that Lender’s obligation to cure such default shall be limited solely to performing the repair or maintenance obligation as required pursuant to the terms of otherwise the Lease (and in no event shall Lender have any other liability or obligation with respect to such default). In addition, nothing contained in this Section 3 shall, however, limit any of Tenant’s abatement or offset rights specifically set forth in the Lease, including, without limitation, pursuant to Sections 6.4, 7.3 and 24.25 and Article 3 of the Lease, and Section 6.6 of Exhibit B-1 and Exhibit B-2, in each case (other than with respect to the Abated Rent) solely to the extent such abatement or offset right accrues after Purchaser succeeds to the landlord’s interest under the Lease and acquires title to the Premises, provided that Tenant complies with all the applicable lawterms and conditions of the Lease with regard to such abatement or offset. Further, including those permitting private rights notwithstanding anything in this Section 3 to the contrary, if any portion of action for contributionthe Premises is damaged or taken or condemned, Tenant shall not be affected herebypermitted to xxxxx rent in accordance with Articles 11 and 12 of the Lease, provided that Tenant complies with all applicable terms and conditions of the Lease with regard to such abatement.

Attornment. Lender and Tenant agree that if Lender If any mortgagee shall succeed to the rights of Landlord under the this Lease or shall become the owner to ownership of the Property by reason of the Demised Premises, whether through possession or foreclosure of the Security Instruments or the acceptance delivery of a deed to the Demised Premises, then, upon the written request of such mortgagee so succeeding to Landlord’s rights hereunder, Tenant shall attorn to and recognize such mortgagee as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that such mortgagee may reasonably request to evidence such attornment (whether before or assignment after making of the mortgage). In the event of any other transfer of Landlord’s interest hereunder, upon the written request of the transferee and Landlord, Tenant shall attorn to and recognize such transferee as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument that such transferee and Landlord may reasonably request to evidence such attornrnent. Reference is made to Section 20.6 for the provisions regarding Landlord’s liability following such transfer of Landlord’s interest. It is further agreed that (a) if any Mortgage shall be foreclosed, (i) the holder of the Mortgage, ground lessor (or their respective grantees) or purchaser at any foreclosure sale (or grantee in a deed in lieu of foreclosure or otherwiseforeclosure), and as the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or owner of the Propertycase may be, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept such attornment; and further provided that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (provided, however, the foregoing shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); (bx) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any act or omission of any prior landlord (including Landlord), whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (ey) subject to any offsets, defenses, abatements offsets or counterclaims which shall Tenant may have accrued to Tenant against Landlord a prior to the date upon which Lender shall become the owner of the Property landlord (including Landlord), or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent such sums are actually received by Lender; (gz) bound by any payment prepayment of rents, additional rents Basic Rent or other sums Additional Rent which Tenant may have paid more than one (1) month made in advance to any prior Landlord unless (i) such sums are actually received by Lender or excess of the amounts then due for the next succeeding month, (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amending, modifying or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestosthe mortgagee or trustee hereunder or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease shall exist only so long as such trustee, environmentalmortgagee, purchaser or hazardous substances indemnification or obligations in owner of the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, Demised Premises and such liability shall not be affected herebycontinue or survive after further transfer of ownership.

Attornment. Lender and Tenant agree that if Lender shall succeed Subject to the rights of Landlord under the Lease or shall become the owner terms of the Property by reason Bloomberg SNDA (which shall supercede any conflicting provisions of this section), each Modified Lease entered into from and after the date hereof shall provide that in the event of the foreclosure enforcement by Lender of any remedy under this Agreement or the Security Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwiseInstrument, and the conditions set forth in Section 2 above have been met Bloomberg under such Lease shall, at the time option of Lender becomes such successor or owner of any other Person succeeding to the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect interest of Lender as a direct lease between Lender and Tenant upon all result of the termssuch enforcement, covenants and conditions set forth in the Lease, and in that event, Tenant agrees to attorn to Lender or to such Person and shall recognize Lender agrees to accept or such attornment; and further provided that successor in the interest as lessor under such Lease without change in the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and Lender shall not be (a) obligated to complete any initial construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant (thereof; provided, however, the foregoing Lender or such successor in interest shall not limit Lender’s obligation to complete repair and maintenance obligations as set forth in the Lease); not: (b1) be liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which Lender shall become the owner of the Property, or succeeded to the rights of Landlord under the Lease, or (ii) for any previous act or omission of Landlord, whether prior to or after such foreclosure or sale (provided, however, the foregoing (i) and (ii) shall not relieve the Lender of the continuing obligations required of the Landlord Borrower under the Lease); (c) required to make any repairs to the Property or to the premises demised under the Bloomberg Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be obligated under the Lease to make such repairs,; (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed; (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which Lender shall become the owner of the Property or succeeded to the rights of Landlord under the Lease; (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease, except to the extent that such sums are actually received by Lenderact or omission first arises under the Bloomberg Lease from and after the date that Successor-Landlord (as such term is defined in the Bloomberg Lease) succeeds to the interest of Borrower; (g2) be subject to any off-set, credit, defense or counterclaim which shall have theretofore accrued to Bloomberg against Borrower; (3) be bound by (a) any payment modification of rentsthe Bloomberg Lease entered into without Lender's consent after Bloomberg has, subject to the terms of Section 6 of the Bloomberg SNDA, received written notice of Lender's existence, address and relation to Borrower, or (b) any previous prepayment of rent or additional rents or other sums which Tenant may have paid rent for more than one (1) month in advance which Bloomberg might have paid to Borrower other than as required by the terms of the Bloomberg Lease; (4) be bound by any prior obligation to make any payments to Bloomberg except to the extent that such obligation first arises under the Bloomberg Lease from and after the date that Successor-Landlord unless succeeds to the interest of Borrower; and (5) be bound by any obligation to perform any work or to make improvements to the Condominium Unit, except for (i) repairs and maintenance pursuant to the provisions of Articles 4, 5 and 6 of the Bloomberg Lease, the need for which repairs and maintenance first arises after the date upon which Lender is entitled to possession of the Condominium Unit, (ii) repairs to the Condominium Unit or any part thereof as a result of damage by fire or other casualty pursuant to Article 10 of the Bloomberg Lease, but only to the extent that such sums are repairs can be reasonably made from the net proceeds of any insurance actually received made available to Lender (with the understanding, however, that (I) nothing contained in this clause (ii) limits Bloomberg's rights to terminate the Bloomberg Lease after the occurrence of a fire or other casualty under Section 10.1(B) of the Bloomberg Lease, and (II) Lender shall have the right to avoid being so bound by Borrower's covenant to rebuild the Landlord Restoration Items (as such term is defined in the Bloomberg Lease) after the occurrence of a fire or other casualty (regardless of the availability of insurance proceeds therefor) only by giving notice to Bloomberg of the election of Lender not to so rebuild earlier than the later to occur of (X) the date that Lender is required to give the Casualty Statement (as such term is defined in the Bloomberg Lease) for such fire or other casualty to Bloomberg, and (Y) the thirtieth (30th) day after the date that Lender succeeds to the interest of Borrower under the Bloomberg Lease), and (iii) repairs to the Condominium Unit as a result of a partial condemnation pursuant to Article 11 of the Bloomberg Lease, but only to the extent that such repairs can be reasonably made from the net proceeds of any award made available to Lender (with the understanding that nothing contained in this clause (iii) shall limit Bloomberg's right to terminate the Bloomberg Lease after the occurrence of a complete or partial condemnation under Section 11.1 of the Bloomberg Lease). Borrower shall cause Bloomberg, upon the reasonable request by Lender or (ii) such prepayment shall have been expressly approved of by lender; (h) intentionally omitted; (i) bound by any agreement materially amendingsuccessor in interest, modifying to execute and deliver an instrument or terminating the Lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest except as otherwise specifically provided in the Lease; or (j) bound by any indemnification or obligations contained in the Lease with respect to asbestos, environmental or hazardous substances provided however that the liability of Lender with respect to claims made by Tenant (i) other than in reliance on any asbestos, environmental, or hazardous substances indemnification or obligations in the Lease, or (ii) in reliance on provision of otherwise applicable law, including those permitting private rights of action for contribution, shall not be affected herebyinstruments confirming such attornment.