Common use of Attornment Clause in Contracts

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Sublease.

Attornment. In (a) If Mortgagee takes possession of the event Premises or acquires or succeeds to the interest of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime SubleaseLease by reason of a foreclosure of the Mortgage, Prime Sublandlord maydeed-in-lieu of foreclosure, or otherwise (collectively, a Foreclosure), Tenant is bound to Mortgagee and to any person purchasing at its optionforeclosure or otherwise acquiring the interest of Landlord under the Lease as a result of a Foreclosure (Purchaser), take over under all of the rightprovisions of the Lease, title except as provided in this Agreement, for the balance of the Term with the same force and effect as if Mortgagee or Purchaser is Landlord. In such event, Tenant agrees to attorn to Mortgagee or to such Purchaser as landlord under the Lease and, upon receiving notice from Mortgagee as provided in item 6 of this Agreement, to make payments of all sums becoming due under the Lease directly to Mortgagee or to Purchaser. Said attornment and agreement are effective and self-operative without the execution of any further instruments (except for standard payment-authorization documents, including by way of example and not limitation, disclosures of beneficial interests and certificates of tax–and-employment-security compliance, that are required to be completed by parties receiving payments from state agencies) upon Mortgagee taking possession of the Premises or otherwise succeeding to the interests of Landlord under the Lease. Nevertheless, Tenant, Mortgagee, and Purchaser from time to time must execute and deliver such instruments evidencing such attornment and the provisions of item 2.(b) as Mortgagee, Purchaser, and Tenant may reasonably require. (b) From and after such attornment, Mortgagee or any Purchaser automatically is bound to Tenant under all the provisions of the Lease with the same force and effect as if originally entered between said parties without the execution of any further instruments; provided, however, Mortgagee or Purchaser are not: (i) liable for any act, omission, neglect, breach of obligation under the Lease, or Event of Default (as defined in the Lease) of any prior landlord (including Landlord) occurring before the date on which Mortgagee or Purchaser succeeds to the interest of Sub-Sublandlord Landlord in the Premises or obtains possession of the Premises, except as provided in item 2.(c) of this Agreement; provided, however, that following the date of attornment, the foregoing does not limit Mortgagee's or Purchaser’s obligation as Landlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn the Lease to Prime Sublandlord cure any continuing defaults of Landlord pursuant to the then executory provisions set forth in the Lease, notwithstanding that such defaults existed as of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence the date of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, attornment; (ii) be subject to any counterclaimoffsets and defenses that Tenant may have against any prior landlord (including Landlord) except as provided in item 2.(c); provided that the foregoing does not limit Tenant's right to assert against Mortgagee or Purchaser any offset, defense defense, or offset not expressly provided for in this Sub-Sublease which theretofore accrued both, otherwise available to Sub-Subtenant against Sub-Sublandlord, Tenant because of events occurring or continuing after the date of attornment; (iii) be bound by any previous modification payment of this Sub-Sublease any rent that Tenant may have made to any prior landlord (including Landlord) more than 30 days before the date such rent was first due and payable under the Lease and that has not consented actually been delivered to by Prime Sublandlord Mortgagee or Purchaser; provided that Mortgagee and Purchaser are bound by any previous such prepayment of rent or other charge made more than one month’s Fixed Rent and Additional Rent, or 30 days in advance if such prepayment is the result of the Comptroller of the Commonwealth of Massachusetts changing the rent-payment schedule for state agencies from payment in arrears (as provided in certain state-agency Leases) to payment-in-advance for the current month (as provided in other state-agency Leases); (iv) be liable for the return of any security deposit that Tenant may have paid to any prior landlord (including Landlord) unless such security deposit is actually delivered to Mortgagee or Purchaser; (v) bound to perform by any work which Sub-Sublandlord is obligated to perform hereundermodification or amendment of the Lease made after the date of this Agreement that reduces the rent, changes the Term, or otherwise materially changes the rights and obligations of Landlord, Mortgagee, or both under the Lease, or relieves Tenant of any material obligation under the Lease unless Landlord obtains Mortgagee’s prior written consent to pay Sub-Subtenant such modification or any other person amendment, or entity for the same. Sub-Subtenant hereby waives all rights confirmation that Mortgagee’s consent is not required under any present agreement between Mortgagee and Landlord; or (vi) bound by any consensual or future laws or otherwise to elect, by reason negotiated surrender of the Premises or termination of the Prime SubleaseLease, in whole or in part, agreed upon between any prior landlord (including Landlord) and Tenant unless effected pursuant to terminate this Sub-Sublease or surrender possession the express provisions of the Sub-Sublet Premises demised hereby. Nothing Lease, or with the Mortgagee's consent, or with confirmation that Mortgagee's consent is not required under any agreement between Mortgagee and Landlord. (c) Notwithstanding anything to the contrary contained in item 2.(b) or elsewhere in this Article 12 shall be deemed Agreement, if Landlord commits an act or omission that, with the giving of notice, the passage of time, or both would constitute an Event of Default by Landlord under the Lease, Mortgagee or any Purchaser is subject to affect any liability and all claims, offsets, and defenses of Tenant arising from such act or omission, provided that SubMortgagee receives notice of such act or omission and is given an opportunity to cure same (subject to Tenant's right to take emergency self-Sublandlord may have to Sub-Subtenant pursuant to help action as provided in the Lease) as required by this Sub-SubleaseAgreement.

Attornment. In A. Subtenant agrees that, in the event of terminationa termination of the Ground Lease or the exercise by the Ground Landlord of any of its rights thereunder to take possession of the Ground Leased Premises, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Subtenant will attorn to and recognize the Ground Landlord as its sublandlord under the Prime Sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, Prime Sublandlord may, at its option, take over and Subtenant hereby agrees to pay and perform all of the right, title and interest obligations of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease and the Sublease shall not terminate but shall become a direct lease between the Ground Landlord and Subtenant, and Ground Landlord shall be bound by and perform all obligations imposed by the Sublease, except that Prime Sublandlord as set forth in Section III B hereof. B. Notwithstanding the provisions of Section III A hereof, Subtenant agrees that, in the event the Ground Landlord succeeds to the position of sublandlord under the Sublease, the Ground Landlord shall not (i) be be: 1. liable for any previous actact or omission of any prior sublandlord (including, without limitation, Tenant), or for any fact, circumstance or condition existing prior to the Ground Landlord’s succession in interest, except to the extent Ground Landlord had notice of such act or omission prior to said succession in interest, such act or negligence omission is continuing and is capable of Sub-Sublandlord cure by Ground Landlord; 2. liable for the return of any security deposit or letter of credit unless the Ground Landlord is holding the same; 3. bound by any agreement of any prior sublandlord (including, without limitation, Tenant) to provide a letter of credit or other security for sublandlord’s obligations under this Sub-the Sublease; 4. bound by any rent, percentage rent, or additional rent which heretofore has accrued Subtenant may have prepaid for more than one (1) month in addition to Sub-Subtenant against Sub-Sublandlordthe then current month under the Sublease other than to the extent that such prepayment is actually received by the Ground Landlord; 5. bound by any amendments or modifications of the Sublease made without the prior written consent of the Ground Landlord, excepting amendments or modifications to the Sublease that are made consistent with the terms of the Sublease in connection with Tenant’s exercise of the Extension Option (ii) be as defined in the Sublease); 6. subject to any counterclaimoffsets, defense claims or offset not expressly provided for in defenses which Subtenant might have against any prior sublandlord (including, without limitation, Tenant); 7. notwithstanding any other provision of this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-SublandlordAgreement or the Sublease, (iii) be bound by any previous modification of this Sub-agreement in the Sublease not consented or otherwise required to by Prime Sublandlord initially construct, complete or deliver the Subleased Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises or to provide any tenant improvement allowance to Subtenant; 8. absent sufficient and available taking or casualty insurance proceeds, bound by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, agreement in the Sublease or (iv) be bound otherwise required to perform repair or restore the Subleased Premises or any work which Sub-Sublandlord is obligated to perform hereunderportion thereof after casualty or condemnation, or to pay Sub-Subtenant make any payments to anyone for or on account of or in connection with any of the foregoing; 9. liable for or incur any obligations with respect to any breach of warranties or representations of any nature under the Sublease or otherwise including, without limitation, any warranties or representations regarding use, compliance with or applicability of zoning, title, authority or possession; or 10. liable for consequential damages; or 11. liable in any way under or with respect to any claim for indemnification under the Sublease arising out of or relating to any event (including, without limitation, any act or omission of Tenant or any other person prior sublandlord, or entity any default on the part of Tenant or any other prior sublandlord under the Sublease), any condition or any circumstance which occurred or existed prior to the date on which Ground Landlord succeeds to the position of sublandlord under the Sublease, regardless of whether or not such event, condition or circumstance continues to exist after such date of succession by Ground Landlord. C. The Ground Landlord will have the same remedies for the samenonperformance of any agreement contained in the Sublease which Tenant had or would have had if the Ground Lease had not been terminated. Sub-The limitations set forth in this Agreement as to the Ground Landlord shall not affect, impair, or abrogate any claims or remedies that Subtenant hereby waives all rights may have against Tenant under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaseotherwise.

Attornment. In If the event interest of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all any Grantor in any of the rightIntellectual Property Rights is transferred by reason of, title or assigned in lieu of foreclosure or other proceedings for enforcement of, the Credit Documents, then, subject to the provisions set forth herein, the NEC License with respect to such Intellectual Property Rights shall nevertheless continue in full force and interest of Sub-Sublandlord under this Sub-Subleaseeffect and, and Sub-Subtenant shallupon the Administrative Agent’s written request, at Prime Sublandlord’s option, the Licensee shall attorn to Prime Sublandlord pursuant 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 Administrative Agent’s request, the Licensee shall execute and deliver to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not Administrative Agent (i) an agreement of attornment in form and content reasonably satisfactory to the Administrative Agent and the Licensee, at the Administrative Agent’s sole cost and expense, confirming the foregoing attornment and providing that all the terms, covenants, and conditions of the NEC License on the Licensee’s part will be liable performed for any previous actthe 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 NEC License, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) a new license with respect to the transferred Intellectual Property Rights with the Intellectual Property Transferee, as licensor, for the remaining term of the NEC License with respect to the transferred Intellectual Property Rights and otherwise on the same terms and conditions and with the same options, if any, then remaining. Nothing herein contained shall be subject construed to obligate the Administrative Agent to cure any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound default by any previous modification of this Sub-Sublease not consented Grantor under the NEC License occurring prior to by Prime Sublandlord the date on which the Intellectual Property Transferee succeeds to the Credit Parties’ rights, it being expressly agreed that under no circumstances shall the Administrative Agent or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) the Intellectual Property Transferee be bound to perform any work which Sub-Sublandlord is obligated to perform hereunderremedy any such default except, or to pay Sub-Subtenant or any other person or entity for in the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason case of the termination of the Prime SubleaseIntellectual Property Transferee, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing extent that such default continues after the Intellectual Property Transferee takes title to the transferred Intellectual Property Rights and the Intellectual Property Transferee has assumed the obligations with respect to the NEC License as provided in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaseclauses (i) and (ii) above.

Attornment. In If a Mortgagee or Superior Lessor shall succeed to the event rights of terminationLandlord under this Lease, re-entry whether through possession or dispossession foreclosure action or delivery of Sub-Sublandlord by Prime Sublandlord a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under the Prime Subleasethis Lease, Prime Sublandlord mayand shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, at its optionor as if it were, take over a direct lease between Successor Landlord and Tenant upon all of the rightterms, title conditions and interest of Sub-Sublandlord under covenants as are set forth in this Sub-Sublease, Lease and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, shall be applicable after such attornment except that Prime Sublandlord Successor Landlord shall not be: (ia) be liable for any previous act, act or omission of Landlord (except to the extent such act or negligence omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued such act or omission to Sub-Subtenant against Sub-Sublandlord, Successor Landlord); (iib) be subject to any defense, claim, counterclaim, defense set-off or offset not expressly provided for in this Sub-Sublease offsets which theretofore accrued to Sub-Subtenant Tenant may have against Sub-Sublandlord, Landlord; (iiic) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and Additional Rent, has not applied or retained the same in accordance with ARTICLE 30 hereof; (ive) be bound by any obligation to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or any other person casualty or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant a partial condemnation pursuant to the provisions of this Sub-SubleaseLease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. In If a Mortgagee or Superior Lessor shall succeed to the event rights of terminationLandlord under this Lease, re-entry whether through possession or dispossession foreclosure action or delivery of Sub-Sublandlord by Prime Sublandlord a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment. Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under the Prime Subleasethis Lease, Prime Sublandlord mayand shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as, at its optionor as if it were, take over a direct lease between Successor Landlord and Tenant upon all of the rightterms, title conditions and interest of Sub-Sublandlord under covenants as are set forth in this Sub-Sublease, Lease and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, shall be applicable after such attornment except that Prime Sublandlord shall Successor Landlord shalt not be: (ia) be liable for any previous act, act or omission of Landlord (except to the extent such act or negligence omission continues beyond the date when such Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued such act or omission to Sub-Subtenant against Sub-Sublandlord, Successor Landlord); (iib) be subject to any defense, claim, counterclaim, defense set-off or offset not expressly provided for in this Sub-Sublease offsets which theretofore accrued to Sub-Subtenant Tenant may have against Sub-Sublandlord, Landlord; (iiic) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent to any prior landlord; (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, except for the repayment of the balance of the Security Deposit (if any) remaining at the end of the Lease term to the extent such Successor Landlord receives the remaining portion of the Security Deposit (if any) from Landlord and Additional Rent, has not applied or retained the same in accordance with ARTICLE 30 hereof; (ive) be bound by any obligation to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant make improvements to the Premises except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y) repairs to the Premises as a result of damage by fire or any other person casualty or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant a partial condemnation pursuant to the provisions of this Sub-SubleaseLease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Successor Landlord; or (f) bound by any modification, amendment or renewal of this Lease made without Successor Landlord’s consent.

Attornment. In (a) If Landlord's interest in the event Demised Premises is encumbered by a Fee Mortgage and such Fee Mortgage is foreclosed, or Landlord's interest in the Demised Premises is acquired by deed in lieu of foreclosure or if Landlord's interest in the Demised Premises is sold pursuant to such foreclosure or by reason of a default under said Fee Mortgage, then notwithstanding such foreclosure, such acquisition by deed in lieu of foreclosure, such sale, or such default, but subject to the provisions of any Subordination and Non-Disturbance Agreement with such Fee Mortgagee (i) Tenant shall not disaffirm this Lease or any of its obligations hereunder, and (ii) this Lease shall continue as a direct lease between such applicable Fee Mortgagee, transferee by deed in lieu of foreclosure or purchaser at such foreclosure, as the landlord under this Lease, and Tenant, as the tenant under this Lease. (b) If Landlord's interest in the Demised Premises is a leasehold interest, at any time, and if Landlord's leasehold interest is terminated for any reason, then, notwithstanding such termination, re-entry or the dispossession of SubLandlord from the Improvements, or any default by Landlord, as tenant, under any ground lease or ▇▇▇▇▇▇▇▇▇, but subject to the provisions of any Subordination and Non-Sublandlord by Prime Sublandlord Disturbance Agreement with such ground lessor, (i) Tenant shall not disaffirm this Lease or any of its obligations hereunder, and (ii) this Lease shall continue as a direct lease between such ground lessor or overlandlord, as the landlord under this Lease, and Tenant, as the Prime Subleasetenant under this Lease, Prime Sublandlord maybut at the request of such ground lessor or overlandlord, at its option, take over Tenant shall attorn to the applicable ground lessor and execute a new lease for the Demised Premises setting forth all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, lease except that Prime Sublandlord the term of such new lease shall not (i) be liable for any previous act, omission or negligence the balance of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification the term of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseLease.

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under Tenant agrees that this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord Lease shall not (i) be liable for terminable by Tenant by reason of any previous act, omission or negligence foreclosure of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant a Leasehold Mortgage or any other person mortgage affecting the Premises, nor by reason of the institution of any suit, action, summary or entity for other proceeding against Landlord or any foreclosure proceeding brought by the same. Sub-Subtenant hereby waives all rights under holder of any present Leasehold Mortgage or future laws other mortgage affecting the Premises to recover possession of the Premises by operation of law or otherwise to elect, or by reason of the termination of any Prior Lease and that the Prime Subleasesame shall not result in the cancellation or termination of this Lease by Tenant or of the obligations of Tenant hereunder. If at any time prior to the expiration of the Term, to terminate this Sub-Sublease any Prior Lessor or surrender Leasehold Mortgagee comes into possession of the SubPremises or a receiver shall be appointed for Landlord’s interest in the Premises, Tenant agrees, at the election and upon demand of any such Prior Lessor or Leasehold Mortgagee in possession, to attorn, from time to time, to any such Prior Lessor or Leasehold Mortgagee or any person acquiring the interest of Landlord as a result of any such Prior Lease termination or as a result of a foreclosure of a Leasehold Mortgage or the granting of a deed or assignment in lieu of foreclosure, upon the then executory terms and conditions of this Lease for the remainder of the Term. The provisions of this Section 17.5 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 termination of a Prior Lease or foreclosure of a Leasehold Mortgage, and shall be self-Sublet Premises demised herebyoperative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such successor Landlord, shall execute, from time to time, instruments in confirmation of the forgoing provisions of this Section 17.5 reasonably satisfactory to any such successor Landlord and Tenant, acknowledging such attornment and setting forth in the terms and conditions of its tenancy. Nothing contained in this Article 12 Section shall be deemed construed to affect impair any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaseright otherwise exercisable by any such successor Landlord.

Attornment. If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other 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 “Purchaser”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments, upon the Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of terminationsuch transfer of Landlord’s interests, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over Landlord shall be released and relieved from all of the right, title liability and interest of Sub-Sublandlord responsibility thereafter accruing to Tenant under this Sub-Sublease, Lease or otherwise and Sub-Subtenant shall, at Prime SublandlordLandlord’s option, attorn successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to Prime Sublandlord pursuant Tenant in respect to the then executory provisions all obligations of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord Landlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification Lease accruing from and after the date of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasesuch transfer.

Attornment. In Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the event interest of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all Landlord in respect of the right, title land and interest the buildings governed by this Lease upon any foreclosure of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn any Mortgage upon such land or buildings or upon the execution of any deed in lieu of foreclosure in respect to Prime Sublandlord such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the then executory provisions terms of this SubLease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self-Subleaseoperative 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, except that Prime Sublandlord Tenant shall not (i) be liable for any previous act, omission execute and deliver an instrument or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly instruments confirming its attornment as provided for in this Subherein; provided, however, that no such Mortgagee or successor- in-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) interest shall be bound by any previous payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Sub-Sublease Lease made without the express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not consented 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 the extent that such sums are actually delivered by Prime Sublandlord or Landlord to Mortgagee. If Mortgagee, by any previous prepayment succeeding to the interest of more than one month’s Fixed Rent and Additional RentLandlord under this Lease, or (iv) be bound to perform any work which Sub-Sublandlord is should become obligated to perform the covenants of Landlord hereunder, or then, upon, any further transfer of Landlord’s interest by Mortgagee, all such obligations shall terminate as to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseMortgagee.

Attornment. In the event of terminationthat the Lender forecloses upon the Property, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord then: (a) Tenant shall be bound to Lender, and Lender shall be bound to Tenant, under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the rightterms, title covenants and interest conditions of Sub-Sublandlord under this Sub-Subleasethe Lease for the balance of the term thereof remaining, and Sub-Subtenant shallany extensions or renewals thereof which may be effected in accordance with any option therefor contained in the Lease, at Prime Sublandlord’s optionwith the same force and effect as if Lender were the original landlord under the Lease, attorn to Prime Sublandlord pursuant to except that Paragraph 3(b) below and the then executory other provisions of this SubAgreement shall modify the Lease, and Tenant does hereby attorn to Lender as its landlord, said attornment to be effective and self-Subleaseoperative without the execution of any further instruments; provided, except however, that Prime Sublandlord within twenty (20) days after receipt of written request therefor from Lender, Tenant will execute and deliver to Lender any instrument or other documents reasonably requested by Lender to confirm Tenant’s attornment to Lender. (b) It is agreed that in no event shall not Lender: (i1) be liable for any previous actact or omission of any prior landlord (including Landlord); (2) be obligated to cure any defaults of any prior landlord (including Landlord) which occurred prior to the date that Lender succeeded to the interest of such prior landlord under the Lease; provided that from and after the date Lender becomes owner of the Property, omission or negligence Lender shall be obligated to cure any continuing default of Sub-Sublandlord the landlord under this Sub-Sublease, which heretofore has accrued the Lease to Sub-Subtenant against Sub-Sublandlord, the extent such default is capable of being cured by Lender; (ii3) be subject to any counterclaim, defense offsets or offset not expressly provided for in this Sub-Sublease defenses which theretofore accrued Tenant may be entitled to Sub-Subtenant assert against Sub-Sublandlord, any prior landlord (iiiincluding Landlord) with respect to events occurring prior to the date Lender succeeded to Landlord’s interest; (4) be bound by any previous modification of this Sub-Sublease not consented Annual Rent or other amounts paid by Tenant to by Prime Sublandlord or by any previous prepayment of prior landlord (including Landlord) more than one month’s Fixed Rent and Additional Rent, or (iv1) month in advance of the date that Lender succeeded to the interest of such prior landlord under the Lease; or (5) be bound to perform by any work which Sub-Sublandlord is obligated to perform hereunder, amendment or to pay Sub-Subtenant modification of the Lease or any other person or entity for supplemental agreement made without the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise written consent of Lender, such consent not to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaseunreasonably withheld.

Attornment. In It is further agreed that (a) if any Mortgage shall be foreclosed, or if any Ground Lease be terminated, (i) the liability of the Mortgagee or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease shall exist only so long as such Mortgagee, purchaser or owner is the owner of the Building or the land on which the Building is located, and such liability shall not continue or survive after further transfer of ownership; and (ii) upon request of the Mortgagee, if the Mortgage shall be foreclosed, Tenant will attorn, as Tenant under this Lease, to the purchaser at any foreclosure sale under any Mortgage or upon request of the Ground Lessor, if any Ground Lease shall be terminated, Tenant will attorn as Tenant under this Lease to the Ground Lessor, and Tenant will execute such instruments as may be necessary or appropriate to evidence such attornment; (b) this Lease may not be modified or amended so as to reduce the Rent or shorten the Term provided hereunder, or so as to adversely affect in any other respect to any material extent the rights of Landlord or its successor, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the First Mortgagee; and (c) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, that may give or purport to give Tenant any right to terminate or otherwise adversely affect Landlord’s interest in this Lease or reduce or limit the obligations of Tenant hereunder in the event of termination, re-entry the prosecution or dispossession completion of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, any such foreclosure proceeding. No Mortgagee or any purchaser at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord a foreclosure sale shall not (i) be liable for any previous actact or omission of Landlord which occurred prior to such sale or conveyance, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) nor shall Tenant be subject entitled to any counterclaimoffset against or deduction from Rent due after such date by reason of any act or omission of Landlord prior to such date. Further, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) Tenant agrees that no Mortgagee shall be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous the prepayment of more than one month’s Fixed Rent and Additional Rent, or made in excess of thirty (iv30) be bound to perform any work days before the date on which Sub-Sublandlord such payment is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasedue.

Attornment. In If a Mortgagee or any other Person shall succeed to the event rights of terminationLandlord under this Lease, rewhether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 32 are self-entry operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee, provided such terms and conditions do not increase the Rent, materially increase Tenant’s non-monetary obligations or dispossession of Sub-Sublandlord by Prime Sublandlord materially and adversely affect Tenant’s rights under the Prime Subleasethis Lease. Upon such attornment, Prime Sublandlord may, at its option, take over this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the rightterms, title conditions and interest of Sub-Sublandlord under covenants set forth in this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, Lease except that Prime Sublandlord such successor landlord shall not be: (i) be liable for any previous act, act or omission of Landlord (except to the extent such act or negligence of Sub-Sublandlord omission is a default under this Sub-Sublease, which heretofore has accrued Lease and continues beyond the date when such successor landlord succeeds to Sub-Subtenant against Sub-Sublandlord, Landlord’s interest and Tenant gives notice of such act or omission to such successor landlord); (ii) be subject to any defense, claim, counterclaim, defense set-off or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant Tenant may have against Sub-Sublandlord, Landlord; (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one (1) month’s Fixed Rent and Additional Rent, or to any prior landlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound to perform by any work modification, amendment or renewal of this Lease made without the consent of any Mortgagee of which Sub-Sublandlord is Tenant has been provided notice; or (vi) obligated to perform hereunder, or to pay Sub-Subtenant or return any other person or entity for the same. Sub-Subtenant hereby waives all rights under security deposit not actually received by any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasesuccessor landlord.

Attornment. In (a) If Mortgagee takes possession of the event Premises or acquires or succeeds to the interest of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime SubleaseLease by reason of a foreclosure of the Mortgage, Prime Sublandlord maydeed-in-lieu of foreclosure, or otherwise (collectively, a Foreclosure), Tenant is bound to Mortgagee and to any person purchasing at its optionforeclosure or otherwise acquiring the interest of Landlord under the Lease as a result of a Foreclosure (Purchaser), take over under all of the rightprovisions of the Lease, title except as provided in this Agreement, for the balance of the Term with the same force and effect as if Mortgagee or Purchaser is Landlord. In such event, Tenant agrees to attorn to Mortgagee or to such Purchaser as landlord under the Lease and, upon receiving notice from Mortgagee as provided in item 6 of this Agreement, to make payments of all sums becoming due under the Lease directly to Mortgagee or to Purchaser. Said attornment and agreement are effective and self- operative without the execution of any further instruments (except for standard payment- authorization documents, including by way of example and not limitation, disclosures of beneficial interests and certificates of tax–and-employment-security compliance, that are required to be completed by parties receiving payments from state agencies) upon Mortgagee taking possession of the Premises or otherwise succeeding to the interests of Landlord under the Lease. Nevertheless, Tenant, Mortgagee, and Purchaser from time to time must execute and deliver such instruments evidencing such attornment and the provisions of item 2.(b) as Mortgagee, Purchaser, and Tenant may reasonably require. (b) From and after such attornment, Mortgagee or any Purchaser automatically is bound to Tenant under all the provisions of the Lease with the same force and effect as if originally entered between said parties without the execution of any further instruments; provided, however, Mortgagee or Purchaser are not: (i) liable for any act, omission, neglect, breach of obligation under the Lease, or Event of Default (as defined in the Lease) of any prior landlord (including Landlord) occurring before the date on which Mortgagee or Purchaser succeeds to the interest of Sub-Sublandlord Landlord in the Premises or obtains possession of the Premises, except as provided in item 2.(c) of this Agreement; provided, however, that following the date of attornment, the foregoing does not limit Mortgagee's or Purchaser’s obligation as Landlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn the Lease to Prime Sublandlord cure any continuing defaults of Landlord pursuant to the then executory provisions set forth in the Lease, notwithstanding that such defaults existed as of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence the date of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, attornment; (ii) be subject to any counterclaimoffsets and defenses that Tenant may have against any prior landlord (including Landlord) except as provided in item 2.(c); provided that the foregoing does not limit Tenant's right to assert against Mortgagee or Purchaser any offset, defense defense, or offset not expressly provided for in this Sub-Sublease which theretofore accrued both, otherwise available to Sub-Subtenant against Sub-Sublandlord, Tenant because of events occurring or continuing after the date of attornment; (iii) be bound by any previous modification payment of this Sub-Sublease any rent that Tenant may have made to any prior landlord (including Landlord) more than 30 days before the date such rent was first due and payable under the Lease and that has not consented actually been delivered to by Prime Sublandlord Mortgagee or Purchaser; provided that Mortgagee and Purchaser are bound by any previous such prepayment of rent or other charge made more than one month’s Fixed Rent and Additional Rent, or 30 days in advance if such prepayment is the result of the Comptroller of the Commonwealth of Massachusetts changing the rent-payment schedule for state agencies from payment in arrears (as provided in certain state-agency Leases) to payment-in- advance for the current month (as provided in other state-agency Leases); (iv) be liable for the return of any security deposit that Tenant may have paid to any prior landlord (including Landlord) unless such security deposit is actually delivered to Mortgagee or Purchaser; (v) bound to perform by any work which Sub-Sublandlord is obligated to perform hereundermodification or amendment of the Lease made after the date of this Agreement that reduces the rent, changes the Term, or otherwise materially changes the rights and obligations of Landlord, Mortgagee, or both under the Lease, or relieves Tenant of any material obligation under the Lease unless Landlord obtains Mortgagee’s prior written consent to pay Sub-Subtenant such modification or any other person amendment, or entity for the same. Sub-Subtenant hereby waives all rights confirmation that Mortgagee’s consent is not required under any present agreement between Mortgagee and Landlord; or (vi) bound by any consensual or future laws or otherwise to elect, by reason negotiated surrender of the Premises or termination of the Prime SubleaseLease, in whole or in part, agreed upon between any prior landlord (including Landlord) and Tenant unless effected pursuant to terminate this Sub-Sublease or surrender possession the express provisions of the Sub-Sublet Premises demised hereby. Nothing Lease, or with the Mortgagee's consent, or with confirmation that Mortgagee's consent is not required under any agreement between Mortgagee and Landlord. (c) Notwithstanding anything to the contrary contained in item 2.(b) or elsewhere in this Article 12 shall be deemed Agreement, if Landlord commits an act or omission that, with the giving of notice, the passage of time, or both would constitute an Event of Default by Landlord under the Lease, Mortgagee or any Purchaser is subject to affect any liability and all claims, offsets, and defenses of Tenant arising from such act or omission, provided that SubMortgagee receives notice of such act or omission and is given an opportunity to cure same (subject to Tenant's right to take emergency self-Sublandlord may have to Sub-Subtenant pursuant to help action as provided in the Lease) as required by this Sub-SubleaseAgreement.

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under Tenant agrees that this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord Lease shall not (i) be liable for terminable by Tenant by reason of any previous act, omission or negligence foreclosure of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant a Leasehold Mortgage or any other person mortgage affecting the Premises, nor by reason of the institution of any suit, action, summary or entity for other proceeding against Landlord or any foreclosure proceeding brought by the same. Sub-Subtenant hereby waives all rights under holder of any present Leasehold Mortgage or future laws other mortgage affecting the Premises to recover possession of the Premises by operation of law or otherwise to elect, or by reason of the termination of any Prior Lease and that the Prime Subleasesame shall not result in the cancellation or termination of this Lease by Tenant or of the obligations of Tenant hereunder. If at any time prior to the expiration of the Term, to terminate this Sub-Sublease any Prior Lessor or surrender Leasehold Mortgagee comes into possession of the SubPremises or a receiver shall be appointed for Landlord’s interest in the Premises, Tenant agrees, at the election and upon demand of any such Prior Lessor or Leasehold Mortgagee in possession, to attorn, from time to time, to any such Prior Lessor or Leasehold Mortgagee or any person acquiring the interest of Landlord as a result of any such Prior Lease termination or as a foreclosure of a Leasehold Mortgage or the granting of a deed or assignment in lieu of foreclosure, upon the then executory terms and conditions of this Lease for the remainder of the Term. The provisions of this Section 17.5 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 termination of a Prior Lease or foreclosure of a Leasehold Mortgage, and shall be self-Sublet Premises demised herebyoperative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such successor Landlord, shall execute, from time to time, instruments in confirmation of the forgoing provisions of this Section 17.5 reasonably satisfactory to any such successor Landlord and Tenant, acknowledging such attornment and setting forth in the terms and conditions of its tenancy. Nothing contained in this Article 12 Section shall be deemed construed to affect impair any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaseright otherwise exercisable by any such successor Landlord.

Attornment. In Lender and Tenant agree that if Lender shall succeed to the event rights of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all Lease or shall become the owner of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Property by reason of the termination foreclosure of the Prime SubleaseSecurity Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, to terminate this Sub-Sublease and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or surrender possession owner of the Sub-Sublet Premises 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 hereby. Nothing in this Article 12 under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Lender shall be deemed obligated under the Lease to affect make such repairs,; (d) required to make any liability that Sub-Sublandlord capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to Sub-Subtenant pursuant make, but had not completed; (e) subject to this Sub-Subleaseany 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. In the event of termination, re-entry a. If Lender or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, any receiver appointed at Lender's request exercises its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord right pursuant to the then executory provisions Security Instruments to receive the rents payable by Tenant under the Lease, neither Lender nor such receiver shall thereby become obligated to Tenant for the performance of this Sub-Subleaseany of the terms, except covenants, conditions and agreements of Landlord under the Lease, unless and until Lender forecloses upon, or accepts from Landlord a deed in lieu of foreclosure upon, the Premises and Lender exercises its option of attornment as provided below. Landlord and Tenant agree that Prime Sublandlord Tenant shall make the payments to be made by Tenant under the Lease to Lender or such receiver, as the case may be, upon receipt of written notice of the exercise of such rights, and Tenant agrees not to prepay any sums payable by Tenant under the Lease. Such receipt of rent by any other Lender or such receiver shall not (i) relieve Landlord of its obligations under the Lease, and Tenant shall continue to look to Landlord only for performance thereof unless and until Lender forecloses upon, or accepts from Landlord a deed in lieu of foreclosure upon, the Premises and Lender exercises its option of attornment as provided below. b. If the interest of Landlord shall be liable for any previous actacquired by Lender or its nominee, omission whether by foreclosure or negligence deed in lieu of Sub-Sublandlord under this Sub-Subleaseforeclosure upon the Premises, it is agreed that, AT THE OPTION OF LENDER, ITS NOMINEE OR SUCH OTHER PURCHASER, which heretofore has accrued option shall be exercised by written notice to Sub-Subtenant against Sub-Sublandlord, (ii) be subject Tenant prior to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification upon the effective date of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) such succession. Tenant shall be bound to perform Lender or its nominee or such other purchaser under all the terms, covenants and conditions of the Lease for the balance of the term thereof remaining, and any work extensions or renewals thereof which Submay be effected in accordance with any option therefor contained in the Lease, with the same force and effect as if said Lender or its nominee or such other purchaser were the landlord under the Lease, said attornment to be effective and self-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or operative without the execution of any other person instruments on the part of either party hereto immediately upon Lender's or entity its nominee's or such other purchaser's succeeding to the interest of Landlord under the Lease. Tenant hereby. agrees that Lender or its nominee or such other purchaser shall not be responsible or liable in any way for any default under the same. Sub-Subtenant hereby waives all rights under any present Lease occurring prior to the time Lender or future laws its nominee or otherwise such other purchaser obtains title to electthe estate owned by Landlord and is entitled to actual, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender unrestricted possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleasePremises.

Attornment. In If any Permitted Leasehold Mortgagee succeeds to the event interest of terminationTenant under this Lease by foreclosure of a Permitted Leasehold Mortgage or by a deed in lieu of foreclosure or otherwise, re-entry this Lease shall be recognized as a direct lease from Landlord to such Permitted Leasehold Mortgagee or dispossession of Sub-Sublandlord by Prime Sublandlord such Permitted Leasehold Mortgagee’s designee, and Landlord and the Permitted Leasehold Mortgage or its designee shall each be bound to the other under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the rightcovenants, title terms, conditions, and agreements of this Lease and any modifications or amendments thereof approved by the Permitted Leasehold Mortgagee in writing, during the remainder of the term thereof to the same extent as set forth therein, and with the same force and effect as if the Permitted Leasehold Mortgagee were the Tenant named in this Lease. Upon such attornment, Landlord shall waive all defaults by Tenant which occurred prior to the Permitted Leasehold Mortgagee gaining possession of the Premises. Landlord waives all notices, joinder and/or service of any and all foreclosure actions by the Permitted Leasehold Mortgagee with respect to the Premises, and of any actions at law by the Permitted Leasehold Mortgagee to gain possession of the Premises. It shall not be necessary, except as required by law, for the Permitted Leasehold Mortgagee to name Landlord as a party to enforce its rights under the Loan Documents, or to prosecute any action at law to gain possession of the Premises. Notwithstanding anything to the contrary contained herein or in this Lease, Landlord hereby covenants and agrees that any Permitted Leasehold Mortgagee who succeeds to the interest of Sub-Sublandlord Tenant under this Sub-SubleaseLease, and Sub-Subtenant shallsuch Permitted Leasehold Mortgagee’s successors and assigns, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not be (i) be liable for subject to any previous act, omission offsets or negligence of Sub-Sublandlord under this Sub-Sublease, defenses which heretofore has accrued Landlord might have as to Sub-Subtenant against Sub-Sublandlordthe Tenant, (ii) be subject required to pay Landlord rent or additional rent or any counterclaimrental period beyond the current rental period which Tenant might have paid to Landlord, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound required to perform any work duty, obligation, covenant, term or agreement of this Lease contained in any amendments or modifications of this Lease which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for have not been approved by the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleasePermitted Leasehold Mortgage.

Attornment. In If Lender succeeds to Landlord’s interest in the event Lease, Tenant will be bound to Lender according to the Lease for the balance of termination, re-entry or dispossession the term of Sub-Sublandlord by Prime Sublandlord the Lease and any extension of the Lease as if Lender were the Landlord under the Prime SubleaseLease, Prime Sublandlord mayand Tenant will attorn to Lender as its Landlord, at its optionimmediately upon Lender’s succeeding to the interest of Landlord under the Lease; 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 interest of Landlord in the Lease. Subject to Paragraph 4, take over all upon such attornment the rights and obligations of Tenant and Lender will be the same as they would have been if Lender had been landlord under the Lease. Notwithstanding the terms of this Paragraph 3, 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 rightNote 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, title by virtue of the authority herein and interest in the Assignment of Sub-Sublandlord under 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 (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 pay in accordance with this Sub-Sublease, Paragraph 3 any and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord all amounts due Landlord pursuant to the then executory provisions Lease to Lender or such nominee as Lender may designate in writing delivered to and received by Tenant, said Tenant being expressly relieved of this Sub-Subleaseany and all duty, except that Prime Sublandlord shall not (i) be liable for any previous act, omission liability or negligence obligation to Landlord in respect of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasepayments so made.

Attornment. In Tenant hereby agrees that in the event of terminationa foreclosure sale or deed in lieu of foreclosure, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title Tenant will and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, hereby does attorn to Prime Sublandlord pursuant to the then executory provisions foreclosure successor so that the Lease and the relationship of this Sub-SubleaseLandlord and Tenant shall exist between such foreclosure successor and Tenant; provided, except however, that Prime Sublandlord if the foreclosure successor is Lender, its successor or assigns, Lender shall not (i) be be: a. liable for any previous act, act or omission of any prior landlord (including the Borrower) except for any defaults of any prior landlord (including Borrower) which are continuing as of the date of foreclosure or negligence deed in lieu of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be foreclosure; or b. subject to any counterclaim, defense offsets or offset not expressly provided defenses which Tenant might have against any prior landlord (including the Borrower) except for any offsets or defenses which have accrued prior to the date of foreclosure or deed in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be lieu of foreclosure; or c. bound by any previous rent or additional rent which Tenant might have paid for more than the current month to any prior landlord (including the Borrower); or d. liable for repayment of any security deposit not actually paid to Lender; or e. bound by any amendment or modification of this Sub-Sublease not consented to by Prime Sublandlord or the Lease made without Lender’s prior written consent except as provided in Section 7 hereof; or f. bound by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, provision in the Lease which obligates the Landlord to construct or (iv) be bound complete any building or structure or to make any improvements or to perform any other construction work which Sub-Sublandlord is obligated (including any work necessary to perform hereunderprepare the Premises for Tenant’s occupancy), except for maintenance and/or repair obligations under the terms of the Lease (if any) and except Borrower’s obligations under Section 3.1 of the Lease; or g. bound by any purchase option or right of first refusal to pay Sub-Subtenant purchase contained in the Lease, if any, with respect to the Premises or the Property or any other person or entity for the samepart thereof. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 Such attornment shall be deemed effective and self-operative without the necessity of executing any further instrument immediately upon the Lender’s or foreclosure successor’s succession to affect any liability that Sub-Sublandlord may have the interest of Borrower to Sub-Subtenant pursuant to this Sub-Subleasethe Property.

Attornment. In If the event interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord Landlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord Lease shall not (i) be liable for any previous act, omission transferred voluntarily or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of any ground or underlying leases or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Prime SubleaseLeased Premises, Tenant shall, at the election of such transferee, be bound to terminate this Sub-Sublease or surrender possession such transferee (herein sometimes called the "SUCCESSOR LANDLORD") for the balance of the Sub-Sublet Premises demised herebyterm hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Successor Landlord were Landlord under this Lease, and Tenant does hereby agree to attorn to 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. Nothing in this Article 12 The foregoing attornment shall be deemed effective and self-operative without the execution of any further instruments, upon the Successor Landlord succeeding to affect the interest of Landlord under this Lease. Notwithstanding the foregoing, 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 event of such transfer of Landlord's interests, Landlord shall be released and relieved from all liability that Sub-Sublandlord may have and responsibility thereafter accruing to Sub-Subtenant pursuant 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 for any obligations of Landlord or any prior successor Landlord or any claim by or cause of action of Tenant arising or accruing prior to such successor Landlord's becoming the owner of Landlord's interest under this Sub-SubleaseLease.

Attornment. In (a) Tenant acknowledges that it has notice that Landlord's interest under the Lease and the rents and all other sums due thereunder have been assigned to Lender as part of the security for the Note secured by the Mortgage. Notwithstanding anything to the contrary contained herein or in the Lease, in the event that Lender notifies Tenant of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord a default under the Prime SubleaseMortgage and demands that Tenant pay its rent and all other sums due under the Lease to Lender, Prime Sublandlord mayTenant agrees that it shall pay its rent and all other sums due under the Lease to Lender, provided, however, that Tenant shall be provided written notice at its optionleast ten (10) days prior to Tenant's obligation to pay rent and other sums due under the Lease to Lender, take over all and provided, further that in such event, upon the payment to Lender of such rent and other sums Landlord, subject to the provisions of subparagraph 3(c), shall remain liable to Tenant for the performance of Landlord's obligations under the Lease. All rents and other sums paid by Tenant to Lender shall be credited against Tenant's rental obligations under the Lease, and payment to Lender of rents and such other sums due under the Lease will be deemed to be payment to Lender of rents and such other sums due under the Lease will be deemed to be payment to Landlord for purposes of the rightLease. Landlord joins in the execution of this Agreement for the purpose of, title and interest of Sub-Sublandlord under this Sub-Subleaseamong other things, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant consenting to the then executory provisions of this Subsubparagraph 3(a). (b) If Lender (or its nominee or designee) shall succeed to the rights of Landlord under the Lease through possession or foreclosure action, delivery of a deed or otherwise, or another person purchases the Premises upon or following foreclosure of the Mortgage, then at the request of Lender (or its nominee or designee) or such purchaser (Lender, its nominees and designees, and such purchaser, each being a "Successor-SubleaseLandlord"), Tenant shall attorn to and recognize Successor-Landlord as Tenant's landlord under the Lease and shall promptly deliver any instrument that Successor-Landlord may reasonably request to evidence such attornment. Upon such attornment, the Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor-Landlord and Tenant upon all terms, conditions and covenants as are set forth in the Lease, except that Prime Sublandlord Successor-Landlord shall not not: (i) be liable for any previous actact or omission of Landlord under the Lease; provided, omission or negligence of Sub-Sublandlord under this Sub-Subleasehowever, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification that the foregoing provisions of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Sublease.clause

Attornment. In If the event interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, Lease shall be ----------- transferred to any superior Mortgagee or other purchaser or person taking title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Building by reason of the termination of any superior lease or the Prime Subleaseforeclosure of any superior mortgage or deed of trust, Tenant shall be bound to terminate this Sub-Sublease or surrender possession such Successor Landlord under all of the Subterms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-Sublet Premises demised herebyoperative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Nothing Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Article 12 Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be deemed have no further obligation to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseTenant with respect thereto.

Attornment. In Master Landlord, by executing this document, agrees ---------- that until a default shall occur in the event performance of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Sublessor's obligations under the Prime Master Lease, that Sublessor may receive, collect and enjoy the Rent accruing under this Sublease. However, Prime Sublandlord may, if Sublessor shall default in the performance of its obligations to Master Landlord then Master Landlord may at its option, take over receive and collect, directly from Sublessee, all of the right, title Rent owing and interest of Sub-Sublandlord to be owed under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord . Master Landlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to electnot, by reason of the collection of the Rent from Sublessee, be deemed liable to Sublessee for any failure of the Sublessor to perform and comply with Sublessor's remaining obligations. Sublessor hereby irrevocably authorizes and directs Sublessee upon receipt of any written notice from the Master Landlord stating that a default exists in the performance of Sublessor's obligations under the Master Lease to pay to Master Landlord the Rent due and to become due under this Sublease. Sublessor agrees that Sublessee shall have the right to rely upon any such statement and request from Master Landlord, and that Sublessee shall pay such Rent to Master Landlord without any obligations or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Sublessor to the contrary and Sublessor shall have no right or claim against Sublessee for any such Rent so paid by Sublessee. In the event that Sublessor shall default in its obligations under the Master Lease, then Master Landlord, at its option and without being obligated to do so, may require Sublessee to attorn to Master Landlord in which event Master Landlord shall undertake the obligations of Sublessor under this Sublease from the time of the exercise of said option to termination of the Prime Subleasethis Sublease but Master Landlord shall not be liable for any prepaid Rent nor any Deposit paid by Sublessee, to terminate this Sub-Sublease or surrender possession nor shall Master Landlord be liable for any other defaults of the Sub-Sublet Premises demised herebySublessor under the Sublease. Nothing In the event that Sublessor defaults under its obligations to be performed under the Master Lease by Sublessor, Master Landlord agrees to deliver to Sublessee a copy of any such notice of default. Sublessee shall have the right to cure any default of Sublessor described in this Article 12 any notice of default within ten (10) days after service of such notice of default on Sublessee. If such default is cured by Sublessee, then Sublessee shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasethe right of reimbursement and offset from and against Sublessor.

Attornment. In (a) If the event interest of terminationOwner in the Lease is acquired by Fee Secured Party, rewhether by purchase and sale, foreclosure, deed in lieu of foreclosure, or in any other way, action, or proceeding, or by any assignee or successor to Fee Secured Party, including, without limitation, any purchaser at a foreclosure sale, Lessee shall attorn to Fee Secured Party, or its successors and assigns, said attornment to be effective and self-entry operative immediately upon Fee Secured Party’s or dispossession its successor’s or assign’s succeeding to the interests of Sub-Sublandlord Owner in the Lease without the execution of any other instruments on the part of any party hereto. (b) Owner hereby irrevocably authorizes and directs Lessee, upon receipt from Fee Secured Party of written notice that Fee Secured Party has acquired Owner’s fee interest in the Property, to pay all rents and other monies payable by Prime Sublandlord Lessee under the Prime SubleaseLease to or as directed by ▇▇▇ Secured Party. Owner irrevocably releases Lessee from any liability to Owner for all payments so made. ▇▇▇▇▇▇ agrees that, Prime Sublandlord mayupon receipt of such notice, at its optionit will pay all monies then due and becoming due from Lessee under the Lease to or as directed by Fee Secured Party, take over all notwithstanding any provision of the right, title and Lease to the contrary. Such payments shall continue until Fee Secured Party directs Lessee otherwise in writing. (c) If the interest of Sub-Sublandlord under this Sub-Subleasethe Lessee in the Lease is acquired by the Collateral Agent or any successor or assign of the Collateral Agent’s interest in the Leasehold DOT, whether by purchase and Sub-Subtenant shallsale, foreclosure, deed in lieu of foreclosure, or in any other way, action, or proceeding, or by any assignee or successor to Collateral Agent, including, without limitation, any purchaser at Prime Sublandlord’s optiona foreclosure sale, Collateral Agent or such successor, as Lessee, shall attorn to Prime Sublandlord pursuant the Owner or the party holding the interest of the Owner in the Lease, or its successors and assigns, said attornment to be effective and self-operative immediately upon Collateral Agent’s or its successor’s or assign’s succeeding to the then executory provisions interests of this Sub-SubleaseLessee in the Lease without the execution of any other instruments on the part of any party hereto ; provided, except however, that Prime Sublandlord the Collateral Agent or such successor shall not not (i) be liable bound by any obligation to pay for any previous act, omission or negligence damages caused by Lessee under the Lease that occurred prior to the date of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlordthe transfer of title, (ii) be subject obligated to cure or pay for any counterclaimuncureable defaults of Lessee under the Lease, defense (iii) be obligated to pay for any other amounts under the Lease owed to Owner prior to the date of the transfer of title, or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification amendments to the Lease not received by the Collateral Agent prior to the date of this Sub-Sublease such foreclosure or other action not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseCollateral Agent.

Attornment. In the event of terminationforeclosure of the Lease now provided thereunder, re-entry it is agreed that notwithstanding the subordination of the Lease provided for herein, Tenant shall attorn to Lender or dispossession of Sub-Sublandlord by Prime Sublandlord Purchaser and recognize Lender or Purchaser as Tenant’s landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-SubleaseLease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for so long as Tenant is in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises premises demised hereby. Nothing under the Lease and is not in this Article 12 default under any of the terms, covenants and conditions of the Lease beyond any applicable grace or cure period, Lender or Purchaser shall recognize and accept Tenant as its tenant thereunder, whereupon the Lease shall continue, without further agreement (but with prior notice to Tenant of the identity and notice information of the new Landlord, which notice shall be deemed binding on the prior Landlord without Tenant having the obligation to affect 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 the same terms, covenants and conditions as therein provided, subject to the provisions contained in Section 4 and Section 8 below, and Tenant shall thereafter make all rent payments directly to either Lender or Purchaser, as the case may be, subject to the limitations and other provisions contained in Section 4 and Section 8 below. Landlord hereby agrees that such payments shall satisfy Tenant’s rent obligations to the extent of such payments made to Lender. Landlord hereby irrevocably authorizes and directs Tenant to make the foregoing payments to Lender upon such notice and demand without the need to inquire of Landlord as to the validity of such notice or any contrary notice or direction from Landlord, and hereby releases and discharges Tenant of and from all liability that Subto Landlord on account of any such payments. Such attornment as provided herein shall be self-Sublandlord may have to Sub-Subtenant pursuant operative without further aid or execution of further instruments by parties to this Sub-SubleaseAgreement, immediately upon Lender or Purchaser succeeding to the interest of Landlord under the Lease.

Attornment. Ford Leasing agrees for the benefit of Comerica and Perimeter as follows: (a) Foreclosure Proceedings shall not terminate the Main Lease, the Operations/Lease Agreement or the Perimeter Sublease. In the event Comerica takes possession of terminationthe Premises pursuant to any Foreclosure Proceeding, reFord Leasing agrees to attorn to Comerica; and in the event of any foreclosure sale conducted pursuant to any Foreclosure Proceedings, Ford Leasing agrees to attorn to the purchaser at such foreclosure sale (the "Purchaser"). Said attornment is to be effective and self-entry operative without the execution of any other instrument immediately upon Comerica or dispossession any successor or assignee of Sub-Sublandlord by Prime Sublandlord Comerica succeeding to the rights of Owner under the Prime SubleaseMain Lease, Prime Sublandlord mayand the Main Lease shall continue in accordance with its terms between Ford Leasing, at as tenant, and Comerica or any successor or assignee of Comerica, as landlord; provided, however, that Comerica or any successor or assignee of Comerica shall not: (i) be bound by any prepayment of rent or additional rent, deposit, rental security or any other sums paid to any prior landlord under the Main Lease including, without limitation, by Ford Leasing unless received and receipted for by Comerica or its option, take over all successor or assignee; (ii) be bound by any amendment or modification of the rightMain Lease made without the consent of Comerica or its successor or assignee; (iii) be personally liable under the Main Lease, title and Comerica's or its successor's or assignee's liability under the Main Lease shall be limited solely to the interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to Comerica or its successor or assignee in the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not Premises; (iiv) be liable for any previous actact or omission of any prior landlord under the Main Lease including, without limitation, Owner, that results in a default under the Main Lease that continues after Comerica or its successors or assigns becomes Landlord, except to the extent that Comerica was given notice of such act or omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued and an opportunity to Sub-Subtenant against Sub-Sublandlord, cure; and (iiv) be subject to any counterclaimoffsets, defense defenses, claims or offset counterclaims which Ford Leasing might have against any prior landlord under the Main Lease including, without limitation, Owner except to the extent that Comerica was given notice of default giving rise to the offset, defense, claim or counterclaim and an opportunity to cure. (b) The provisions of Section 8.03 of the Main Lease shall not expressly provided for be in this Sub-Sublease which theretofore accrued force and effect to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification relieve Ford Leasing of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound its obligations to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for observe the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason terms and provisions of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Sublease.Main Lease:

Attornment. In For the event purposes of terminationthis Section, re-entry the term "SUCCESSOR LANDLORD" shall mean the Superior Lessor or dispossession Superior Mortgagee if the same succeeds to the rights of Sub-Sublandlord 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 by Prime Sublandlord virtue of having purchased the 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 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 Prime Subleaseform 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 Tenant, Prime Sublandlord may, at its option, take over which approval shall not be unreasonably withheld. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the rightterms, title conditions and interest of Sub-Sublandlord under covenants as are set forth in this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, Lease except that Prime Sublandlord the Successor Landlord shall not not: (i) be liable for any previous act, act or omission or negligence of Sub-Sublandlord Landlord under this Sub-Sublease, which heretofore has accrued Lease except that Tenant shall retain all rights and remedies available to Sub-Subtenant Tenant at law or pursuant to the Lease against Sub-Sublandlord, Landlord; (ii) be subject to any counterclaimoffset, deficiency or defense or offset not expressly provided for in this Sub-Sublease which theretofore shall have accrued to Sub-Subtenant Tenant against Sub-SublandlordLandlord except to the extent such offsets 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; (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord Lease or by any previous prepayment of more than one (1) month’s Fixed Rent and Additional 's Base Rent, unless such modification or prepayment shall have been expressly approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the right of Landlord under this Lease; (iv) be bound to perform liable for the commencement or completion of any work which Sub-Sublandlord is obligated to perform hereunderconstruction 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 pay Sub-Subtenant be insured under this Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (v) be liable for the right and claim under this Lease in, to and upon any award or other compensation heretofore or hereafter to be made for any taking by eminent domain of any part of the Premises, and as to the right of disposition thereof, the same shall be in accordance with the provisions of any Superior Lease or Superior Mortgage; (vi) be liable for any right and claim under this Lease in, to and upon any proceeds payable under all policies of fire and rent insurance upon the Premises and as to the right of disposition thereof, the same shall be in accordance with the terms of any Superior Lease or Superior Mortgage; (vii) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of any Superior Mortgage and the execution of this Lease or any other person lien or entity judgment which may arise at any time under the terms of this Lease; or (viii) be liable for the same. Sub-Subtenant hereby waives all rights under return of any present or future laws or otherwise security deposit which was not actually transferred to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseSuccessor Landlord.

Attornment. In Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the event interest of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all Landlord in respect of the right, title land and interest the buildings governed by this Lease upon any foreclosure of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn any Mortgage upon such land or buildings or upon the execution of any deed in lieu of foreclosure in respect to Prime Sublandlord such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the then executory provisions terms of this Sub-SubleaseLease 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, except that Prime Sublandlord Tenant shall not (i) be liable for any previous act, omission execute and deliver an instrument or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly instruments confirming its attornment as provided for in this Subherein; provided, however, that no such Mortgagee or successor-Sublease which theretofore accrued to Subin-Subtenant against Sub-Sublandlord, (iii) interest shall be bound by any previous payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Sub-Sublease Lease made without the express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not consented 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 the extent that such sums are actually delivered by Prime Sublandlord or Landlord to Mortgagee. If Mortgagee, by any previous prepayment succeeding to the interest of more than one month’s Fixed Rent and Additional RentLandlord under this Lease, or (iv) be bound to perform any work which Sub-Sublandlord is should become obligated to perform the covenants of Landlord hereunder, or then, upon, any further transfer of Landlord’s interest by Mortgagee, all such obligations shall terminate as to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseMortgagee.

Attornment. In the event that L▇▇▇▇▇ acquires or succeeds to the interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime SubleaseLease by reason of a foreclosure, Prime Sublandlord maydeed-in-lieu of foreclosure or otherwise (collectively, at its optiona "Foreclosure"), take over Tenant shall be bound to Lender under all of the rightterms, title covenants and interest conditions of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-SubleaseLease, except that Prime Sublandlord shall not as provided in this Agreement, for the balance of the term thereof remaining, with the same force and effect as if Lender were Landlord. Tenant hereby agrees in such event to (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued attorn to Sub-Subtenant against Sub-SublandlordLender as its landlord on such terms, (ii) affirm its obligations under the Lease, and (iii) make payments of all sums thereafter becoming due under the Lease to Lender. Said attornment, affirmation and agreement is to be effective and self-operative without the execution of any further instruments upon L▇▇▇▇▇ succeeding to the interests of Landlord under the Lease. T▇▇▇▇▇ agrees to execute and deliver at any time and from time to time, upon the request of Landlord or Lender, any instrument or certificate deemed to be necessary or appropriate to evidence such attornment. If any act or omission of Landlord would give Tenant the right, immediately or after the lapse of a period of time, to cancel or terminate the Lease or a▇▇▇▇ the rent payable thereunder or to claim a partial or total eviction, Tenant shall not exercise such right until (i) it has given written notice of such act or omission to Landlord and Lender, (ii) Landlord fails to remedy such act or omission within the applicable time period stated in the Lease for effecting such remedy and (iii) a reasonable period for remedying such act or omission shall have elapsed following the failure of Landlord to effect such remedy and following the time when Lender shall have become entitled under the Security Instrument to remedy the same (which reasonable period shall in no event be less than the period to which Landlord is entitled under the Lease or otherwise, after similar notice, to effect such remedy, plus two additional weeks). In the case of an act or omission which Lender undertakes to remedy but which cannot practicably be remedied by L▇▇▇▇▇ without taking possession of the Premises (i) such reasonable period shall not commence until L▇▇▇▇▇ has possession of the Premises and (ii) Lender shall proceed with reasonable diligence to obtain possession of the Premises, and upon obtaining such possession shall with reasonable diligence remedy such act or omission. From and after such attornment, Lender shall be bound to Tenant under all the terms, covenants and conditions of the Lease; provided, however, Lender shall not be: obligated to cure any defaults under the Lease of any prior landlord (including Landlord) which occurred prior to the date Lender obtained title to or possession of the Property; liable for any act or omission of any prior landlord (including Landlord) which occurred prior to the date Lender obtained title or possession of the Property; obligated to fund any security deposit unless actually received by Lender; bound by any amendment, modification or termination of the Lease unless such amendment, modification or termination was consented to in writing by Lender; subject to any counterclaim, defense offsets or offset not expressly provided for in this Sub-Sublease defenses which theretofore accrued to Sub-Subtenant Tenant might have against Sub-Sublandlord, any prior landlord (iii) be including Landlord); or bound by any previous modification base rental or additional rental or advance payment of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of rent which Tenant paid for more than one month’s Fixed Rent and Additional Rentthe current month to any prior landlord (including Landlord). Anything herein or in the Lease to the contrary notwithstanding, or (iv) be bound in the event that Lender shall acquire title to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Premises by reason of a Foreclosure, Lender shall have no obligation, nor incur any liability, beyond L▇▇▇▇▇'s then interest, if any, in the termination Property (including any title and casualty insurance proceeds and condemnation awards actually paid to Lender), and Tenant shall look exclusively to such interest of Lender in the Prime Sublease, to terminate this Sub-Sublease Property for the payment and discharge of any obligations which may be imposed upon Lender hereunder or surrender possession of under the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseLease.

Attornment. In If the event interests of terminationthe Landlord in the Premises shall be transferred to and owned by the Mortgagee by reason of foreclosure or other proceedings brought by it, re-or by any other manner, or if the Mortgagee takes possession of or makes entry upon the Premises pursuant to the Mortgage, the Assignment, or dispossession of Sub-Sublandlord by Prime Sublandlord any other document evidencing or securing the Loan, the Tenant shall be directly bound to the Mortgagee under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the rightterms, title 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 and the Mortgagee shall be directly bound to the Tenant 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, and the 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 Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions Landlord in the Premises without the execution of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence further instruments on the part of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination parties hereto. The Tenant agrees, however, upon the election of and written demand by the Prime Sublease, Mortgagee within twenty (20) days after the Mortgagee receives title to terminate this Sub-Sublease or surrender takes possession of the Sub-Sublet Premises demised herebyPremises, 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 accordance with the Lease and this Agreement. Nothing Upon any such attornment, the Lease shall continue in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasefull force and effect as a direct lease between the Mortgagee and Tenant upon all of the terms, conditions and covenants as are set forth in the Lease.

Attornment. Beneficiary, by its acceptance of this Deed of Trust, hereby acknowledges and agrees that the liens granted herein are or will be subject to the rights of 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 is described in item 19 of the definition of Permitted Lien set forth in the Indenture (each of the Leases 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 terminationTrustor under a Permitted Lease, re-entry such Permitted Lease shall not be terminated or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Subleaseaffected thereby except as set forth therein, Prime Sublandlord may, at its option, take over all and any sale of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord applicable leased premises by Beneficiary or pursuant to the then executory provisions judgment of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued court in an action to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly enforce the remedies provided for in this Sub-Sublease which theretofore accrued Deed of Trust shall be made subject to Sub-Subtenant against Sub-Sublandlordsuch Permitted Lease and the rights of such tenant expressly set forth thereunder. If Beneficiary succeeds to the interests of Trustor in and to the applicable leased premises or under such Permitted Lease or enters into possession of such leased premises, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent the Beneficiary, and Additional Rentsuch tenants, or (iv) shall be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any each other person or entity for the same. Sub-Subtenant hereby waives under all rights under any present or future laws or otherwise to elect, by reason of the termination express terms, covenants and conditions of such Permitted Lease, as if the Prime Sublease, to terminate this Sub-Sublease or surrender possession of Beneficiary was originally the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseTrustor as lessor thereunder.

Attornment. In If the event interest of terminationLandlord is transferred to any person (a “Successor Landlord”) by reason of the termination or foreclosure, re-entry or dispossession proceedings for enforcement, of Sub-Sublandlord an Encumbrance, or by Prime Sublandlord delivery of a deed in lieu of such foreclosure or proceedings, Tenant shall, upon demand and at the election of Successor Landlord, attorn to the Successor Landlord provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant is not in default under this Lease (beyond the Prime Subleaseapplicable notice and cure periods set forth in this Lease). Upon attornment this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant, Prime Sublandlord may, at its option, take over upon all of the rightsame terms, title conditions and interest of Sub-Sublandlord under covenants as stated in this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, Lease except that Prime Sublandlord a Successor Landlord shall not be (ia) be liable for any previous act, omission omission, or negligence of Sub-Sublandlord Landlord under this Sub-Sublease, which heretofore has accrued Lease occurring prior to Sub-Subtenant against Sub-Sublandlord, such conveyance to the Successor Landlord; (iib) be subject to any counterclaim, defense defense, offset, abatement or offset not reduction of Rent because of any default of Landlord under this Lease occurring prior to such conveyance to the Successor Landlord, except for those expressly provided permitted under the Lease and which Tenant notified the respective Encumbrance holder of prior to it succeeding to the interest of landlord under the Lease; (c) liable for in this Sub-Sublease which theretofore accrued the repayment of any security deposit or surrender of any letter of credit, unless and to Sub-Subtenant against Sub-Sublandlordthe extent that such security deposit is actually paid, or such letter of credit is actually delivered, to such Successor Landlord, (iiid) be bound by any previous modification obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest, (e) liable for the repayment of this Sub-Sublease any tenant improvement allowance, refurbishment allowance or similar obligation which was not consented to funded by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional RentLandlord, or (ivf) be bound by any obligation to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant make improvements to the Premises except for (i) repairs and maintenance expressly required to be made by Landlord under this Lease, and (ii) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any other person insurance or entity for condemnation awards, respectively, actually made available to such Successor Landlord. Tenant agrees, upon request by and without cost to the same. Sub-Subtenant hereby waives all rights under any present Successor Landlord or future laws or otherwise to elect, by reason of the termination of the Prime SubleaseTenant, to terminate promptly execute and deliver to the Successor Landlord such commercially reasonable instrument(s) as may be reasonably required by Successor Landlord to evidence such attornment provided such Successor Landlord shall agree to accept this Sub-Sublease or surrender possession of Lease and not disturb Tenant's occupancy, so long as Tenant is not in default under this Lease (beyond the Sub-Sublet Premises demised hereby. Nothing applicable notice and cure periods set forth in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseLease).

Attornment. In Tenant covenants and agrees to attorn to the event of terminationAgent or any other Foreclosure Transferee, re-entry as Tenant's new landlord, and agrees that the Lease shall continue in full force and effect as a direct lease between Tenant and the Agent or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Subleaseany other Foreclosure Transferee, Prime Sublandlord mayif applicable, at its option, take over upon all of the rightterms, covenants, conditions and agreements set forth in the Lease; provided, however, the Agent, Lenders or such other Foreclosure Transferee shall not be: (a) liable for any act, omission or breach of warranty or representation of any prior landlord, including Landlord; provided, however, if Tenant has provided Ageut a copy of any notices delivered to Landlord of a default by Landlord, Agent or the Foreclosure Transferee, as the case may be, will be obligated under the Lease for any default of Landlord stated in said notice delivered to Agent, which is reasonably susceptible to being cured and which continues and remains uncured at the time Agent or such other Foreclosure Transferee obtains possession or title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions Land, in which case, Agent or the Foreclosure Transferee will be afforded thirty (30) days from the later of this Sub-Sublease, except that Prime Sublandlord shall not (i) Agent or the Foreclosure Transferee obtaining possession or title to the Land, or (ii) Agent's or the Foreclosure Transferee's receipt of a notice from Tenant specifying such default. Unless such default is of such a nature to reasonably require more than thirty (30) days to cure and then, Agent or the Foreclosure Transferee shall be permitted such additional time as is reasonably necessary to effect such cure, if Agent or the Foreclosure Transferee is proceeding diligently. to cure such default. Notwithstanding the foregoing, Agent or the Foreclosure Transferee will not be liable for any previous act, omission or negligence breach of Sub-Sublandlord warranty or representation of any prior landlord occurring prior to Agent filing a foreclosure· proceeding against the Land, unless Tenant has given Agent written notice ofthe default prior to such filing; (b) subject to any offset, defense or counterclaim which Tenant might be entitled to assert against any prior landlord, including Landlord; provided, however, if (i) Tenant has complied with Tenant's obligations under this Sub-Sublease, which heretofore has accrued the Lease (if any) to Sub-Subtenant against Sub-Sublandlord, preserve Tenant's rights in case of Landlord default by giving Landlord written notice specifying such default and (ii) Tenant has provided Agent a copy of such notification, Tenant shall be subject entitled to exercise any contractual self-help and offset rights permitted under the Lease with respect to any counterclaimdefault of Landlord that (i) continues and remains uncured at the time Agent or such other Foreclosure Transferee obtains possession, defense control or offset title to the Premises, and (ii) that is not expressly provided for cured by Agent or the Foreclosure. Transferee, as the case may be, within the cure period set forth in this Sub-Sublease subsection (a) above. Notwithstanding the foregoing, Tenant shall not be entitled to any offsets rights against Agent or such Foreclosure Transferee which theretofore accrued Tenant might be entitled to Sub-Subtenant assert against Sub-Sublandlordany prior landlord relating to acts or omissions that occurred prior to Agent filing a foreclosure proceeding against the Land, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason unless Tenant has given Agent written notice of the termination of the Prime Subleasedefault prior to such filing, but Tenant shall still have rights to terminate this Subself-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Sublease.help;

Attornment. In Lender and Tenant agree that if Lender shall succeed to the event rights of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all Lease or shall become the owner of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Property by reason of the termination foreclosure of the Prime SubleaseSecurity 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; 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 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 (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; (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 Lender; (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to terminate this Sub-Sublease be made prior to the time Lender succeeded to Landlord’s interest (i) bound by any agreement amending, modifying or surrender possession terminating the lease made without Lender’s prior written consent prior to the time Lender succeeded to Landlord’s interest; or (j) bound by any assignment of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed Lease or sublease of the Property, or any portion thereof, made prior to affect any liability that Sub-Sublandlord may have the time Lender succeeded to Sub-Subtenant Landlord’s interest other than if pursuant to this Sub-Subleasethe provisions of the Lease.

Attornment. In If Lender obtains title to the event Property by foreclosure or deed in lieu of terminationforeclosure, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Tenant shall attorn to Lender and recognize Lender as the landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all Lease for the unexpired term of the right, title and interest Lease. Such attornment shall be effective without Lender being (a) subject to any offsets or defenses arising out of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to any prior act or omission of Landlord (but the then executory provisions of this Sub-Sublease, except that Prime Sublandlord foregoing shall not limit either (i) be Tenant’s right to exercise against Lender any offset rights otherwise available to Tenant under the Lease because of events occurring after the date of attornment, or (ii) Lender’s obligation to correct any conditions that existed as of the date of attornment and violated Lender’s obligations as successor landlord under the Lease), (b) liable for any previous act, prior act or omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-SublandlordLandlord, (iic) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification amendment, modification, or waiver of this Sub-Sublease not consented to by Prime Sublandlord any of the provisions of the Lease, or by any previous prepayment separate agreement between Landlord and Tenant relating to the Property, unless any such action was taken with the prior written consent of Lender, (d) liable for the return of any security or other deposit unless the deposit has been paid to Lender, or (e) bound by any payment of rent or other monthly payment under the Lease made by Tenant more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason month in advance of the termination due date, unless the same was paid to, and received by, ▇▇▇▇▇▇. Lender and Tenant specifically agree that the right of first offer contained in Section 10.5 of the Prime SubleaseLease shall not be triggered by or eliminated by any foreclosure or deed in lieu of foreclosure, that such right of first offer will not terminate upon Lender obtaining title to terminate this Sub-Sublease the Property by foreclosure or surrender possession deed in lieu of foreclosure, and that such right of first offer shall continue to be recognized after foreclosure or deed in lieu of foreclosure. Lender and Tenant specifically agree that the option to purchase contained in Section 10.6 of the Sub-Sublet Premises demised herebyLease shall not be triggered by or eliminated by any foreclosure or deed in lieu of foreclosure, that such option to purchase will not terminate upon Lender obtaining title to the Property by foreclosure or deed in lieu of foreclosure, and that such option to purchase shall continue to be recognized after foreclosure or deed in lieu of foreclosure. Nothing Lender’s obligations as landlord under the Lease after obtaining title to the Property by foreclosure or deed in this Article 12 lieu of foreclosure shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaseterminate upon ▇▇▇▇▇▇’s subsequent transfer of its interest in the Property.

Attornment. In Tenant covenants and 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 terminationa termination of any lease to which this Lease may become subordinate, reor if the Building be sold pursuant to any mortgage or trust deed to which this Lease is subject and subordinate, to attorn to the 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 request of Landlord or of any holder(s) of any of the indebtedness or other obligations secured by any mortgage or deed of trust, or any lessor under a ground lease, referred to in the preceding sentence, any instrument or certificate which may be reasonably appropriate and requested in any foreclosure or termination proceeding or otherwise to evidence the foregoing attornment, provided Tenant has been furnished the non-entry disturbance agreement specified in Paragraph 24.1 or dispossession of Sub-Sublandlord by Prime Sublandlord 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 Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this SubLease. Provided the provisions hereof for the furnishing of non-Subleasedisturbance agreements are complied with and such agreements are being performed Tenant further waives the provisions of any statute or rule of law, except now or hereafter in effect, which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event any foreclosure proceeding is brought, or trustee's sale occurs, or ground lease is terminated, and agrees that Prime Sublandlord this Lease shall not (i) be liable for affected in any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound way whatsoever by any previous modification foreclosure proceeding, trustee's sale or termination of this Sub-Sublease not consented to ground lease, unless the holder(s) of the indebtedness or other obligations secured by Prime Sublandlord the mortgage or by any previous prepayment of more than one month’s Fixed Rent and Additional Renttrust deed, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for lessor under the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 ground lease shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasedeclare otherwise.

Attornment. In If the event Lessee’s interest is transferred to and owned by Lessor, Administrative Agent or any successor of terminationLessor or Administrative Agent (“Acquiring Party”) because of foreclosure or other proceedings brought by Lessor or Administrative Agent, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord any other manner, and Lessor or Administrative Agent succeeds to Lessee’s interest under the Prime Sublease, Prime Sublandlord maySubtenant shall be bound to the Acquiring Party, at its option, take over and Acquiring Party shall be bound to Subtenant under all of the rightterms, title covenants and conditions of the Sublease for the balance of the remaining term, including any extensions or renewals, with the same effect as if Acquiring Party were Lessee under the Sublease. Subtenant agrees to attorn to Acquiring Party as the Lessee, with the attornment being effective and self-operative immediately upon Acquiring Party succeeding to the interest of SubLessee under the Sublease, all without the execution by the parties of any further instruments. However, Subtenant shall not be obligated to 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 mailed. The respective rights and obligations of Subtenant and Acquiring Party upon attornment, to the extent of the then-Sublandlord 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 this Sub-all the terms, covenants and conditions of the Sublease, and Sub-Subtenant shall, at Prime Sublandlordafter Acquiring Party’s optionsuccession to Lessee’s interest, attorn have the same remedies against Acquiring Party for the breach of any agreement in the Sublease that Subtenant Exhibit C (to Prime Sublandlord pursuant Amended and Restated Lease) might have had against Lessee. The Acquiring Party shall have no obligation or liability to Subtenant for any obligations of Lessee under the terms of the Sublease which were owed or accruing prior to the then executory provisions of this Sub-Subleasedate the Acquiring Party acquired Lessee’s interest, except that Prime Sublandlord shall not (i) be liable including without limitation, for any previous act, omission acts or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason omissions of the termination Lessee, any default by the Lessee, offsets or defenses against the Lessee, advance rent, the refunding of any security deposit for which the Prime SubleaseAcquiring Party has not received, to terminate this Sub-Sublease the funding of any construction obligations or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasetenant improvements.

Attornment. In If the event interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, Lease shall be ---------- transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Building by reason of the termination of any superior lease or the Prime Subleaseforeclosure of any superior mortgage or deed of trust, Tenant-shall be bound to terminate this Sub-Sublease or surrender possession such Successor Landlord under all of the Subterms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-Sublet Premises demised herebyoperative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Nothing 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 Article 12 Section 17.2. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee"s customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be deemed have no further obligation to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseTenant with respect thereto.

Attornment. In If the event Lessee’s interest is transferred to and owned by Lessor, Administrative Agent or any successor of terminationLessor or Administrative Agent (“Acquiring Party”) because of foreclosure or other proceedings brought by Lessor or Administrative Agent, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord any other manner, and Lessor or Administrative Agent succeeds to Lessee’s interest under the Prime Sublease, Prime Sublandlord maySubtenant shall be bound to the Acquiring Party, at its option, take over and Acquiring Party shall be bound to Subtenant under all of the rightterms, title covenants and conditions of the Sublease for the balance of the remaining term, including any extensions or renewals, with the same effect as if Acquiring Party were Lessee under the Sublease. Subtenant agrees to attorn to Acquiring Party as the Lessee, with the attornment being effective and self-operative immediately upon Acquiring Party succeeding to the interest of SubLessee under the Sublease, all without the execution by the parties of any further instruments. However, Subtenant shall not be obligated to 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 mailed. The respective rights and obligations of Subtenant and Acquiring Party upon attornment, to the extent of the then-Sublandlord 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 this Sub-all the terms, covenants and conditions of the Sublease, and Sub-Subtenant shall, at Prime Sublandlordafter Acquiring Party’s optionsuccession to Lessee’s interest, attorn 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 Prime Sublandlord pursuant Subtenant for any obligations of Lessee under the terms of the Sublease which were owed or accruing prior to the then executory provisions of this Sub-Subleasedate the Acquiring Party acquired Lessee’s interest, except that Prime Sublandlord shall not (i) be liable including without limitation, for any previous act, omission acts or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason omissions of the termination Lessee, any default by the Lessee, offsets or defenses against the Lessee, advance rent, the refunding of any security deposit for which the Prime SubleaseAcquiring Party has not received, to terminate this Sub-Sublease the funding of any construction obligations or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasetenant improvements.

Attornment. (a) In the event that the Indenture Trustee acquires or succeeds to the interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime SubleaseLease by reason of a foreclosure, Prime Sublandlord maydeed-in-lieu of foreclosure or by exercise of some similar doctrine, at its optionTenant shall be bound to the Indenture Trustee, take over under all of the rightterms, title covenants and interest conditions of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-SubleaseLease, except that Prime Sublandlord shall not as provided in this Agreement, for the balance of the term thereof remaining, with the same force and effect as if the Indenture Trustee were the landlord named in the Lease and Tenant does hereby agree to (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued attorn to Sub-Subtenant against Sub-Sublandlordthe Indenture Trustee as its landlord on such terms, (ii) be subject to any counterclaimaffirm its obligations under the Lease, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, and (iii) make payments of all sums thereafter becoming due under the Lease to the Indenture Trustee. Said attornment, affirmation and agreement is to be effective and self-operative (without the execution of any further instruments) upon the Indenture Trustee succeeding to the interests of Landlord under the Lease. (b) Tenant agrees to execute and deliver at any time, and from time to time, upon the request of Landlord, Indenture Trustee or any successor secured by the Deed of Trust, any instrument or certificate, as the case may be, deemed reasonably to be necessary or appropriate to evidence such attornment. (c) Tenant acknowledges that Landlord has made an assignment of the Lease (the "ASSIGNMENT") to Indenture Trustee as additional security for Landlord's obligations to Indenture Trustee, but Tenant agrees that the acceptance by Indenture Trustee of such Assignment does not constitute an assumption by Indenture Trustee of Landlord's obligations under the Lease, that Indenture Trustee is not bound to Tenant to perform Landlord's obligations under the Lease unless and until Indenture Trustee shall succeed to the position of Landlord by foreclosure of the Deed of Trust, deed in lieu or otherwise, and that in all events Indenture Trustee's liability (if any) to Tenant shall be limited as provided in this Agreement. (d) From and after such attornment, Indenture Trustee, its nominee, such other holder (or its nominee), or purchaser, as the case may be, as Landlord, shall be bound to Tenant under all the terms, covenants and conditions of the Lease with the same force and effect as if originally entered between said parties; provided, however, Indenture Trustee, its nominee, such other holder (or its nominee) or purchaser, as the case may be, shall not be: (1) bound by any previous modification of this Sub-Sublease not consented base rental or additional rental or advance payment ("RENT") which Tenant paid for more than the current month to by Prime Sublandlord or any prior landlord (including Landlord); (2) bound by any previous prepayment of more than one month’s Fixed Rent and Additional RentLease modification which was entered into without the Indenture Trustee's approval to the extent required under the Indenture; (3) liable for any security deposit paid to Landlord not actually turned over to the Indenture Trustee; (e) Anything herein or in the Lease to the contrary notwithstanding, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for in the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to electevent that Indenture Trustee, by reason of an "Event of Default" as defined in the termination Deed of Trust, shall acquire title to the Prime SubleaseDemised Premises, Indenture Trustee shall have no obligation, nor incur any liability, beyond Indenture Trustee's then interest, if any, in the Trust Property (including any title and casualty insurance proceeds and condemnation awards), and Tenant shall look exclusively to terminate this Sub-Sublease such interest of Indenture Trustee, if any, in the Trust Property for the payment and discharge of any obligations which may be imposed upon Indenture Trustee hereunder or surrender possession under the Lease. Tenant agrees that with respect to any money judgment that may be obtained or secured by Tenant against Indenture Trustee, Tenant shall look solely to the estate or interest owned by Indenture Trustee in the Trust Property, and Tenant will not collect or attempt to collect any such judgment out of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaseother assets of Indenture Trustee.

Attornment. If the Lease or Sublandlord's right to possession thereunder terminates for any reason prior to expiration of the Sublease, Subtenant agrees, at the written election of Landlord, to attorn to Landlord upon the then executory terms and conditions of the Sublease for the remainder of the term of the Sublease. In the event of terminationany such election by Landlord, re-entry Landlord will not be (a) liable for any rent paid by Subtenant to Sublandlord more than one month in advance, or dispossession any security deposit paid by Subtenant to Sublandlord, unless same has been transferred to Landlord by Sublandlord; (b) liable for any act or omission of Sub-Sublandlord by Prime Sublandlord under the Prime SubleaseLease, Prime Sublease or any other agreement between Sublandlord may, at its option, take over all and Subtenant or for any default of Sublandlord under any such documents which occurred prior to the effective date of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not attornment; (ic) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense defenses or offset not expressly provided for in this Sub-Sublease offsets that Subtenant may have against Sublandlord which theretofore accrued arose prior to Sub-Subtenant against Sub-Sublandlord, the effective date of the attornment; (iiid) be bound by any previous modification changes or modifications made to the Sublease without the written consent of this Sub-Sublease not consented Landlord; (e) obligated in any manner with respect to the transfer, delivery, use or condition of any furniture, equipment or other personal property in the Sublet Premises which Sublandlord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by Prime Sublandlord or by any previous prepayment the Subtenant during the term of more than one month’s Fixed Rent and Additional Rent, the Sublease; or (ivf) be bound to perform liable for the payment of any work which Sub-Sublandlord is obligated to perform hereunderimprovement allowance, or to pay Sub-Subtenant or any other person payment, credit, offset or entity for amount due from Sublandlord to Subtenant under the sameSublease. Sub-If Landlord does not elect to have Subtenant hereby waives attorn to Landlord as described above, the Sublease and all rights under any present or future laws or otherwise to elect, by reason of Subtenant in the Sublet Premises shall terminate upon the date of termination of the Prime SubleaseLease or Sublandlord’s right to possession thereunder. It is all parties' expressed intent that, to should the Lease terminate this Sub-for any reason whatsoever, including the voluntary surrender of same by Sublandlord and the acceptance thereof by Landlord, then the Sublease or surrender possession shall terminate. This provision is entered into with full knowledge of the Sub-Sublet Premises demised herebycase of ▇▇▇▇▇▇▇ ▇. Nothing ▇▇▇▇▇▇ (1912) 19 ▇▇▇.▇▇▇. 755, and it is the parties' express intent that the holding of ▇▇▇▇▇▇▇ and similar cases shall not apply to the Sublease. The terms of this Section 9 supercede any contrary provisions in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-the Sublease.

Attornment. In the event that (x) IAT assigns or transfers its rights and obligations under this Agreement (other than collateral assignments for security purposes in connection with the Terminal 4 Project Bond Documents, unless and until such collateral assignments are exercised by the holder thereof), (y) the Trustee[s], or the Port Authority or any designee of terminationthe Trustee[s], re-entry or dispossession the Port Authority enter[s] into a lease replacing the Port/IAT Lease, or (z) (i) the Trustee[s], or any designee of Sub-Sublandlord by Prime Sublandlord the Trustee[s] or (ii) the Port Authority succeeds to the interest of IAT under the Prime SubleasePort/IAT Lease and this Agreement, Prime Sublandlord mayDelta shall attorn to such assignee, at its optiontransferee or designee, take over the Trustee[s], or the Port Authority (in this Section “such transferee”) and shall continue to be obligated by, and to perform all of its obligations pursuant to, this Agreement in the rightmanner required by this Agreement as if such transferee were IAT, title provided that, such transferee agrees to recognize (and interest recognizes) all of Sub-Sublandlord under Delta’s rights pursuant to this Sub-SubleaseAgreement and agrees to be obligated by, and Sub-Subtenant shall, at Prime Sublandlordto perform (and performs) all of IAT’s option, attorn to Prime Sublandlord obligations pursuant to this Agreement in the then executory manner required by this Agreement as if such transferee were IAT. This Section shall be self-operative without any further writing being necessary. Promptly after a request by such transferee, as a condition to the continued effectiveness of the provisions of this Sub-SubleaseSection benefiting Delta, except that Prime Sublandlord Delta shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification execute and deliver an agreement with such transferee confirming the provisions of this Sub-Sublease not consented Section in form and substance reasonably satisfactory to such transferee and Delta. Promptly after a request by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional RentDelta, or (iv) be bound as a condition to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason continued effectiveness of the termination provisions of this Section benefiting such transferee, such transferee shall execute and deliver an agreement with Delta confirming the Prime Sublease, provisions of this Section in form and substance reasonably satisfactory to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised herebyDelta and such transferee. Nothing in this Article 12 Section 36.03 shall be deemed construed to affect permit, or waive any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to restriction with respect to, any assignment or transfer prohibited or restricted under this Sub-SubleaseAgreement.

Attornment. Tenant agrees that the institution of any action or other proceedings by Lender under the Mortgage in order to realize upon Landlord’s interest in the Property shall not result in the cancellation or termination of the Lease or Tenant’s obligations thereunder. If Lender or any subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosure or otherwise: (a) the Lease shall not be terminated, or otherwise affected thereby except as specified herein; (b) Tenant shall attorn to Purchaser and recognize Purchaser as its landlord under the Lease for the unexpired term of the Lease, subject to Tenant’s right of quiet enjoyment under the Lease and all other terms and conditions thereof, said attornment to be effective and self-operative immediately upon Lender succeeding to the interest of the Landlord under the Lease without the execution of any further instruments on the part of any of the parties hereto; and (c) Tenant shall be bound to Purchaser 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 therefore in the Lease, with the same force and effect as if Purchaser were the landlord under the Lease; provided, however, that Tenant shall be under no obligation to pay rent to Purchaser until Tenant receives written notice from Purchaser that it has succeeded to the interest of Landlord under the Lease. Tenant shall have the right to rely upon the notice from Lender or any Purchaser and shall pay such rents and other amounts to Lender or any Purchaser without any obligation to determine the actual existence of the right of Lender or any Purchaser to receive such rents and other amounts. Landlord shall have no right or claim against Tenant for any such rents and other amounts so paid by Tenant to Lender or any Purchaser and Landlord waives and releases Tenant from any such claims. Landlord and Lender agree that Tenant shall be credited under the Lease for any payments sent to Lender pursuant to such written notice. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn that Tenant makes such payment(s) to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly Lender as provided for in this Sub-Sublease which theretofore accrued Section, Landlord agrees not to Sub-Subtenant commence any action at law or in equity against Sub-Sublandlord, Tenant to recover: (iiix) be bound by any previous modification the proceeds of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, said payment(s); or (ivy) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised herebyexcept pursuant to the exercise of any rights under the Lease. Nothing in this Article 12 The respective rights and obligations of Tenant and Lender upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaseand are the same as now set forth therein.

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant 14.01 This Sublease shall, at the option of the Prime Sublandlord’s optionLandlord or any successor Prime Landlord or lessor under any Superior Lease as hereinafter defined, remain in full force and effect and the subtenant/assignee hereunder shall attorn to and recognize Prime Sublandlord pursuant Landlord or successor Prime Landlord as owner and landlord hereunder and shall promptly upon such party's request, execute and deliver all instruments necessary or appropriate to confirm such attornment and recognition, provided that; (1) in any type of attornment or "Subject To" clause in any foreclosure, Subtenant will not be made a party defendant to the then executory provisions foreclosure, nor shall Subtenant's possession of the Premises or of any other rights under the Lease or Sublease in this Sub-Subleaserespect, except be disturbed by reason of any foreclosure, as long as there is no default by the Subtenant under the Sublease beyond any applicable grace periods providing for the curing of such defaults, and (2) Sublandlord has first secured for Subtenant's benefit a Subordination, Non Disturbance and Attornment Agreement("SNDA") that is reasonably acceptable to Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-SubleaseLandlord's/Sublandlord's lender and Subtenant, which heretofore has accrued to Sub-Subtenant against Sub-SNDA shall be executed by and among Landlord's/Sublandlord's lender, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Landlord/Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the sameSubtenant. Sub-Subtenant The subtenant/assignee hereunder hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime SubleaseTenant's Lease, any underlying Lease or any Superior Lease, to terminate this Sub-Sublease sublease/assignment or surrender possession of the Sub-Sublet Premises premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Sublease.

Attornment. In the event of terminationa transfer of Borrower’s interest in the Property to a Purchaser (defined below), re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Tenant agrees that the Lease shall continue in full force and effect and, provided that such Purchaser agrees in writing to assume Borrower’s obligations under the Prime SubleaseLease subject to the terms and conditions of this Agreement, Prime Sublandlord may, at Tenant agrees to attorn to the Purchaser as its option, take over landlord under the Lease and to be bound by all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Subleasethe Lease for the balance of the term thereof; provided that, except that Prime Sublandlord the Purchaser shall not be: 3.1 Liable for any act or omission of any Prior Landlord (defined below) or subject to any offsets or defenses which Tenant might have against any Prior Landlord except (i) offsets specifically provided for in the Lease, or (ii) those which arose out of Prior Landlord’s default under the Lease and continue uncured after Tenant has notified Bank and given Bank an opportunity to cure as provided for in Section 5 below; 3.2 Liable for the return of any rental security deposit, or bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one month in advance to any Prior Landlord, except to the extent such sums are actually received by Purchaser; 3.3 Bound by any amendment to the Lease made without Bank’s prior written consent (which consent shall not be liable for unreasonably withheld, conditioned or delayed) which would (i) reduce the fixed annual rent, additional rent, percentage rent or any previous act, omission or negligence other monetary obligations of Sub-Sublandlord Tenant under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlordthe Lease, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlordreduce the term of the Lease, (iii) be bound by reallocate the responsibility for obtaining any previous modification insurance coverage required under the terms of this Sub-Sublease not consented to by Prime Sublandlord the Lease, (iv) eliminate or by substantially modify any previous prepayment representation, warranty, covenant or indemnity of Tenant under the Lease, (v) increase the repair or maintenance obligations of the landlord under the Lease, (vi) result in or make the landlord’s obligations thereunder any more than one month’s Fixed Rent and Additional Rentonerous, or (ivvii) otherwise materially and adversely impact the economics of the Lease to the detriment of the landlord thereunder. 3.4 Liable for obligations under the Lease the cost of which exceed the amount set forth in the first sentence of Section 29.13 of the Lease or for obligations which accrue after Purchaser has sold or otherwise transferred its interest in the Property; EXHIBIT K Mountain View Research Park 3.5 Bound to restore the Property after a casualty for a cost in excess of proceeds recovered under any insurance required to be carried under the Lease, or bound to perform restore the Property after a taking for a cost in excess of any work which Sub-Sublandlord is obligated condemnation award; 3.6 Bound by any restriction on competition beyond the Property; 3.7 Bound by any notice of termination, cancellation or surrender of the Lease made without Bank’s prior written consent unless the Lease expressly grants to perform hereunderTenant the right to terminate or cancel the Lease in such circumstances; 3.8 Bound by any environmental representation, warranty, covenant or indemnity contained in the Lease except to pay Sub-Subtenant the extent that Bank’s affirmative act(s) constitute or result in a violation of any such environmental representation, warranty, covenant or indemnity; 3.9 Bound by any option to purchase or right of first refusal with respect to the Property or any other person portion thereof; and 3.10 Bound by any representation or entity for warranty contained in the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseLease.

Attornment. In If, and so long as this Lease is in full force and effect, then at the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all option of the rightmortgagee: (a) this Lease shall remain in full force, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not notwithstanding (i) be liable for any previous act, omission or negligence of Sub-Sublandlord a default under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlordthe mortgage by Landlord, (ii) be subject failure of Landlord to any counterclaim, defense or offset not expressly provided for in comply with this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-SublandlordLease, (iii) a defense to which Tenant might be bound by any previous modification of entitled against Landlord under this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional RentLease, 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 bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or such mortgagee to pay Sub-Subtenant to it the rentals and other charges due hereunder and to thereafter comply with all the terms of this Lease, and (c) if any mortgagee or 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 the event Landlord is in default under this Lease, any mortgagee or trustee under a deed of trust of Landlord's interest in the Premises shall be permitted (but not required) to enter the Premises for the purpose of correcting or remedying such default, and Tenant agrees to accept performance by such mortgagee or trustee in lieu of performance by Landlord. Tenant further agrees that, from and after written notice from Landlord of the name and address of any mortgagee or trustee, Tenant will deliver notice to any such mortgagee or trustee of a default by Landlord under the Lease. Notwithstanding any provision of this Lease, Tenant agrees that no termination of the Lease or abatement or reduction or rent or any other person amounts under this Lease shall be effective unless and until such mortgagee or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason trustee has received notice and fails within thirty (30) days of the termination date on which Landlord's cure period expires to cure the default of Landlord in question, or if the Prime Subleasedefault cannot be cured within said thirty (30) days, fails to terminate this Sub-Sublease or surrender possession commence and diligently prosecute the cure of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasesuch default.

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under Lessee agrees that this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord Lease shall not (i) be liable for terminable by Lessee by reason of any previous actforeclosure of a Mortgage, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, nor by reason of the termination institution of the Prime Subleaseany suit, action, summary or other proceeding against Lessor or any foreclosure proceeding brought by a Mortgagee to terminate this Sub-Sublease or surrender recover possession of the SubProperty by operation of law or otherwise and that the same shall not result in the cancellation or termination of this Lease by Lessee or of the obligations of Lessee hereunder. If at any time prior to the expiration of the Term, any Mortgagee comes into possession of the Property or a receiver shall be appointed for Lessor’s Interests, Lessee agrees, at the election and upon demand of any such Mortgagee in possession, to attorn, from time to time, to any such Mortgagee or any Person acquiring the interest of Lessor as a result of any such foreclosure of a Mortgage or the granting of a deed or assignment in lieu of foreclosure, upon the then executory terms and conditions of this Lease for the remainder of the Term. The provisions of this Section 24.2 shall inure to the benefit of any such successor Lessor, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of a Mortgage, and shall be self-Sublet Premises demised herebyoperative upon any such demand, and no further instrument shall be required to give effect to said provisions. Nothing Lessee, however, upon demand of any such successor Lessor, shall execute, from time to time, instruments in confirmation of the forgoing provisions of this Section 24.2 reasonably satisfactory to any such successor Lessor and Lessee, acknowledging such attornment. Notwithstanding anything in this Article 12 Section 24.2 to the contrary, the obligations of Lessee, and the rights of any Mortgagee or other Person, under this Section 24.2 shall be deemed subject to affect the Mortgagee’s assumption (subject to the terms of any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseMortgagee Nondisturbance Agreement in favor of Lessee from such Mortgagee) of the obligations of Lessor hereunder.

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, This Lease may at its Landlord's option, take over 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 to 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 Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-SubleaseLease, except that Prime Sublandlord unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall not (i) be liable for any previous actelect to have this Lease prior to the lien of its mortgage, omission or negligence deed of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Renttrust, or (iv) be bound ground lease, and shall give written notice thereof to perform any work which Sub-Sublandlord is obligated to perform hereunderTenant, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 Lease shall be deemed prior to affect 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 execute any liability and all documents required to effectuate an attornment, a subordination or to make this lease subsequent to the hen of any mortgage, deed of trust or ground lease, as the case may be. Tenant's failure to execute such documents within ten (10) days after written demand by Landlord shall constitute a material default by Tenant hereunder, or, at Landlord's option, Landlord shall execute such documents on behalf of Tenant as Tenant's attorney in fact. For that Sub-Sublandlord may have purpose, Tenant does hereby make, constitute and irrevocable appoint Landlord as Tenant's attorney in fact and in Tenant's name, place and stead, to Sub-Subtenant pursuant to execute such documents in accordance with this Sub-Subleaseparagraph.

Attornment. In For the event purposes of terminationthis Section, re-entry the term "Successor ---------- Landlord" shall mean the Superior Lessor or dispossession Superior Mortgagee if the same succeeds to the rights of Sub-Sublandlord 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 by Prime Sublandlord virtue of having purchased the Land and the Building at a foreclosure sale. The Successor Landlord shall accept Tenant's attornment, assume Landlord's obligations under the Prime SubleaseLease, Prime Sublandlord may, at its option, take over and shall not disturb Tenant's quiet possession of the Premises. Tenant shall attorn to and recognize such Successor Landlord as Tenant's Landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the rightterms, title conditions and interest of Sub-Sublandlord under covenants as are set forth in this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, Lease except that Prime Sublandlord the Successor Landlord shall not not: (i) be liable for any previous act, act or omission or negligence of Sub-Sublandlord Landlord under this Sub-Sublease, which heretofore has accrued Lease except that Tenant may terminate the Lease if the Successor Landlord fails to Sub-Subtenant against Sub-Sublandlord, cure any continuing breach of this Lease caused by the Landlord's prior acts or omissions within a reasonable period of time; (ii) be subject to any counterclaimoffset, deficiency or defense or offset not expressly provided for in this Sub-Sublease which theretofore shall have accrued to Sub-Subtenant Tenant against Sub-Sublandlord, Landlord; (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord Lease or by any previous prepayment of more than one (1) month’s Fixed Rent and Additional 's Base Rent, unless such modification or 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 which the Successor Landlord shall have succeeded to the right of Landlord under this Lease; (iv) be bound to perform liable for the commencement or completion of any work which Sub-Sublandlord is obligated to perform hereunderconstruction 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 pay Sub-Subtenant be insured under this Lease or for the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under this Lease; (v) be liable for any lien, right, power or interest, if any, which may have arisen or intervened in the period between the recording of any Superior Mortgage and the execution of this Lease or any other person lien or entity judgment which may arise at any time under the terms of this Lease; or (vi) be liable for the same. Sub-Subtenant hereby waives all rights under return of any present or future laws or otherwise security deposit which was not actually transferred to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseSuccessor Landlord.

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant Notwithstanding anything to the then executory provisions of this Sub-Subleasecontrary contained in the Lease, except that Prime Sublandlord shall not (i) should title to the leased premises and the landlord’s interest in the Lease be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued transferred to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant Lender or any other person or entity (“New Owner”) by, or in lieu of judicial or nonjudicial foreclosure of the Mortgage, Tenant agrees, for the same. Sub-Subtenant hereby waives benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay to New Owner all rights under any present or future laws or otherwise rental payments required to elect, be made by reason Tenant pursuant to the terms of the termination Lease for the remainder of the Prime Sublease, Lease term; (b) Tenant shall be bound to terminate this Sub-Sublease or surrender possession New Owner in accordance with all of the Subprovisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its landlord, such attornment to be effective and self-Sublet Premises demised hereby. Nothing in this Article 12 operative without the execution of any further instrument; (d) New Owner shall not be deemed liable for any default of any prior landlord under the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to affect the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any liability that Sub-Sublandlord offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses are specifically set forth in the Lease and arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to Sub-Subtenant pursuant the leased premises and New Owner fails to this Sub-Subleasecure same after receiving notice thereof; (f) New Owner shall not be liable for any obligations of landlord arising under the Lease following any subsequent transfer of the title to the leased premises by New Owner; (g) New Owner shall not be bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord), except to the extent actually received by New Owner; or (h) New Owner shall not be bound by any amendment or modification of the Lease made without New Owner’s prior written consent; and (i) New Owner shall not be bound by or responsible for any security deposit not actually received by New Owner.

Attornment. In Tenant agrees to attorn to Lender if Lender acquires title to the event of terminationPremises by foreclosure or otherwise, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord to any third party who acquires title to the Premises at a foreclosure sale under the Prime Sublease, Prime Sublandlord may, at its option, take over Deed of Trust (such lender or purchaser being referred to in this agreement as the “New Landlord” and the date on which New Landlord acquires title to the Premises being referred to herein as the “Attornment Date”) in each case under all of the rightterms, title and interest of Sub-Sublandlord under this Sub-Subleaseconditions, and Sub-Subtenant shallcovenants of the Lease; provided, at Prime Sublandlord’s optionhowever, attorn that a. Tenant shall be under no obligation to Prime Sublandlord pursuant pay rent or render any performance to the then executory provisions New Landlord until it has received notice (in the manner provided in the Lease) of its obligation to do so from New Landlord, together with a copy of New Landlord’s title insurance policy or other satisfactory evidence of title. b. New Landlord must assume all obligations under the Lease arising after the Attornment Date. c. From and after the Attornment Date, the respective rights and obligations of Tenant and New Landlord will be as provided in the Lease, which is incorporated in this Sub-SubleaseAgreement by reference, except that: (1) New Landlord will not be liable for nonpayment or nonperformance by any prior landlord of Lease obligations arising prior to the Attornment Date, or for damages resulting from any prior landlord’s act or omission which occurred prior to the Attornment Date, except that: (a) Tenant will be entitled to utilize any rent reduction, offset, credit or holdback rights available to Tenant under the Lease to recover the cost of curing any such default of a prior landlord; (b) New Landlord will be obligated to remedy any non-monetary default by any prior landlord (such as, for example, a failure to repair) that Prime Sublandlord shall continues unremedied after the Attornment Date. (2) New Landlord will not be bound by any rent paid in advance by Tenant to any prior landlord for more than the current month. (i3) New Landlord will not be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject security deposit paid by Tenant to any counterclaimprior landlord, defense except to the extent such security deposit paid been actually received by or offset not expressly provided for in this Sub-Sublease which theretofore accrued credited to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification the account of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseNew Landlord.

Attornment. In If a Termination occurs, Subtenant does hereby attorn to Owner as the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over and Subtenant shall be bound to Owner under all of the rightterms, title covenants, conditions and provisions of the Sublease for the balance of the Sublease term, all with the same force and effect as if Owner had been the original sublandlord under the Sublease. This attornment shall be effective and self-operative without the execution of any further instruments upon Owner’s succeeding to the interest of Sub-Sublandlord the sublandlord under this Sub-the Sublease. Notwithstanding the foregoing, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord Owner shall not be: (ia) be liable Liable for any previous act, omission or negligence default of Sub-any prior sublandlord (including the then defaulting Sublandlord) unless such act, omission or default under the Sublease continues as a default under the Sublease after Subtenant’s attornment, but in no event shall there be any liability to complete any Sublandlord’s work, although Subtenant shall have Subtenant’s other rights and remedies with respect to the failure of Sublandlord to complete Sublandlord’s work. (b) Liable for any damage or other relief attributable to any breach of any representation or warranty contained in the Sublease by Sublandlord or any prior sublandlord under this Sub-the Sublease, ; (c) Subject to any offsets or defenses which heretofore has accrued Subtenant might have against Sublandlord or any prior sublandlord (except as expressly provided in the Sublease): (d) Bound by any prepayment of rent or additional rent which Subtenant might have paid for more than the current month to Sub-Sublandlord or any prior sublandlord; (e) Bound by any amendment of the Sublease or by any waiver or forbearance on the part of Sublandlord or any prior sublandlord made or given without the written consent of Owner; (f) Bound to make any payment to Subtenant against Sub-Sublandlord, or to perform any construction requirements under in the Sublease (but if (i) the allowances expressly provided in the Sublease shall not be paid to Subtenant or (ii) be subject Subtenant shall exercise Subtenant’s rights to any counterclaimundertake such construction, defense or Subtenant shall have the right of offset not expressly provided in the Sublease); or (g) Liable to Subtenant in any event for any cause whatsoever for damages or claims in this Sub-excess of Owner’s interest in the Property, it being expressly agreed that Owner’s liability under the Sublease which theretofore accrued shall be nonrecourse and that Subtenant’s sole remedy in the event it obtains a judgment against Owner for its default under the Sublease shall be to Sub-Subtenant foreclose such judgment against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease Owner’s interest in the Property and not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or proceed against any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason assets of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseOwner.

Attornment. In Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the event interest of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all Landlord in respect of the right, title land and interest the buildings governed by this Lease upon any foreclosure of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn any Mortgage upon such land or buildings or upon the execution of any deed in lieu of foreclosure in respect to Prime Sublandlord such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the then executory provisions terms of this SubLease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self-Subleaseoperative 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, except that Prime Sublandlord Tenant shall not (i) be liable for any previous act, omission execute and deliver an instrument or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly instruments confirming its attornment as provided for in this Subherein; provided, however, that no such Mortgagee or successor-Sublease which theretofore accrued to Subin-Subtenant against Sub-Sublandlord, (iii) interest shall be bound by any previous payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Sub-Sublease Lease made without the express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not consented 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 the extent that such sums are actually delivered by Prime Sublandlord or Landlord to Mortgagee. If Mortgagee, by any previous prepayment succeeding to the interest of more than one month’s Fixed Rent and Additional RentLandlord under this Lease, or (iv) be bound to perform any work which Sub-Sublandlord is should become obligated to perform the covenants of Landlord hereunder, or then, upon, any further transfer of Landlord’s interest by Mortgagee, all such obligations shall terminate as to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseMortgagee.

Attornment. In If the event interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord Landlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord Lease shall not (i) be liable for any previous act, omission transferred voluntarily or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of any ground or underlying leases or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Prime SubleaseLeased Premises, Tenant shall, at the election of such transferee, be bound to terminate this Sub-Sublease or surrender possession such transferee (herein sometimes called the “Successor Landlord”) for the balance of the Sub-Sublet Premises demised herebyterm hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Successor Landlord were Landlord under this Lease, and Tenant does hereby agree to attorn to 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. Nothing in this Article 12 The foregoing attornment shall be deemed effective and self-operative without the execution of any further instruments, upon the Successor Landlord succeeding to affect the interest of Landlord under this Lease. Notwithstanding the foregoing, 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 event of such transfer of Landlord's interests, Landlord shall be released and relieved from all liability that Sub-Sublandlord may have and responsibility thereafter accruing to Sub-Subtenant pursuant 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 for any obligations of Landlord or any prior successor Landlord or any claim by or cause of action of Tenant arising or accruing prior to such successor Landlord's becoming the owner of Landlord's interest under this Sub-SubleaseLease.

Attornment. In If the event interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Building by reason of the termination of any superior lease or the Prime Subleaseforeclosure of any superior mortgage or deed of trust, Tenant shall be bound to terminate this Sub-Sublease or surrender possession such successor landlord ("Successor Landlord") under all of the Subterms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-Sublet Premises demised herebyoperative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Nothing Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Article 12 Section 17.02, including but not limited to an Attornment Agreement, but only if such documents do not materially increase any of Tenant's financial obligations under this Lease and are otherwise in a form reasonably acceptable to Tenant. Prior to execution of this Lease, Landlord agrees to make commercially reasonable efforts to (but will not guarantee that it can) obtain from the holders of any Mortgages or ground leases constituting a lien on the Building at the time of Lease execution, an executed and acknowledged subordination, recognition and non-disturbance agreement in a form reasonably acceptable to tenant. Following execution of this Lease, and provided Tenant is not in default under this Lease, Landlord agrees to make commercially reasonable efforts to (but will not guarantee that it can) obtain from any Successor Landlord an executed and acknowledged subordination, recognition and non-disturbance agreement in a form reasonably acceptable to Tenant. Such subordination, recognition and non-disturbance agreements may be embodied in the Mortgagee's customary form of subordination and non-disturbance agreement. If, after exerting commercially reasonable efforts, Landlord is unable to obtain a subordination, recognition and non-disturbance agreement from any such Mortgagee or Successor Landlord, Landlord shall be deemed have no further obligation to affect Tenant with respect thereto. Tenant agrees to pay Landlord, within ten (10) calendar days of receipt of written demand therefore, as additional rent, an amount equal to all costs and expenses paid or incurred by Landlord in connection with Landlord's attempt to comply with this Section 17.02, including, without limitation, legal fees, processing costs and any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaseother administrative expenses (which legal fees, processing costs and other administrative expenses shall not exceed $1,000 per occurrence.)

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Tenant agrees to attorn to and recognize as its landlord under the Prime SubleaseLease each party acquiring legal title to the Property by foreclosure (whether judicial or nonjudicial) of the Security Instrument, Prime Sublandlord maydeed-in-lieu of foreclosure, or other sale in connection with enforcement of the Security Instrument or otherwise in satisfaction of the underlying loan (“Successor Owner”). Provided that the conditions set forth in Section 2 above are met at the time Successor Owner becomes owner of the Property, Successor Owner shall perform all obligations of the landlord under the Lease arising from and after the date title to the Property was transferred to Successor Owner. In no event, however, will any Successor Owner be: (a) liable for any default, act or omission of any prior landlord under the Lease (except that Successor Owner shall not be relieved from the obligation to cure any defaults which are non-monetary and continuing in nature, and such that Successor Owner’s failure to cure would constitute a continuing default under the Lease; for the avoidance of doubt, defaults which are non-monetary include repair and maintenance defaults even though curing such defaults may require the expenditure of money); (b) subject to any offset or defense which Tenant may have against any prior landlord under the Lease; provided, however, that Tenant shall retain the right to offset (i) to the extent expressly set forth in Section X of the Fifth Amendment and the Work Letter attached as Exhibit B to the Fifth Amendment (such rights referred to hereinafter, together, as, “Right of Set-Off”) provided that (x) Tenant has provided Lender with copies of all notices and information required to be sent to Landlord under Section X and Exhibit B of the Fifth Amendment, and (y) in no event will Lender or Successor Owner be subject to an aggregate Right of Set-Off in excess of $1,000,000 and (ii) which arise after Successor Owner has acquired legal title to the Property and/or which are non-monetary and continuing as of the date Successor Owner acquires legal title to the Property and can be cured but remain uncured beyond Successor Owner’s applicable cure period; (c) bound by any payment of rent or additional rent made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or supplement to the Lease, or waiver of Lease terms, which revise Tenant’s or Landlord’s monetary obligations under the Lease, modifies the term of the Lease, the parties’ termination rights or the description of the Leased Space (expect for those modifications to the description of the Leased Space set forth in the Fifth Amendment to include the Expansion Space (as defined in the Fifth Amendment)) made without Lender’s written consent thereto; (e) liable for the return of any security deposit or other prepaid charge paid by Tenant under the Lease, except to the extent such amounts were actually received by Lender; (f) liable or bound by any right of first refusal or option to purchase all or any portion of the Property; or (g) liable for construction, completion or payment to Tenant for any improvements to the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising); provided, however, that Tenant shall retain the Right of Set-Off set forth in clause 3(b) above and, provided further, that this clause (g) shall in no way modify, limit or impair any obligation of Successor Owner to perform maintenance and repair obligations to existing improvements and provided further, that if Successor Owner fails to perform any such maintenance and repair obligations, then Tenant shall have all rights and remedies available to it in the Lease, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Subleaselaw, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to in equity. Although the then executory foregoing provisions of this SubAgreement are self-Subleaseoperative, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued Tenant agrees to Sub-Subtenant against Sub-Sublandlord, (ii) be subject execute and deliver to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant Lender or any other person Successor Owner such further instruments as Lender or entity for the samea Successor Owner may from time to time request in order to confirm this Agreement. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect If any liability that Sub-Sublandlord may have to Sub-Subtenant of Successor Owner does arise pursuant to this Sub-SubleaseAgreement, such liability shall be limited to Successor Owner’s interest in the Property.

Attornment. In If the event interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Building by reason of the termination of any superior lease or the Prime Subleaseforeclosure of any superior mortgage or deed of trust, Tenant shall be bound to terminate this Sub-Sublease or surrender possession such Successor Landlord under all of the Subterms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant’s landlord under this Lease such Successor Landlord, as its landlord, said adornment to be effective and self-Sublet Premises demised herebyoperative without the execution of any further instruments upon Successor Landlord’s succeeding to the interest of Landlord under the Lease. Nothing Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Article 12 Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be deemed have no further obligation to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseTenant with respect thereto.

Attornment. In 3.1 If (a) Mortgagee or any other purchaser of the event Property becomes the owner of terminationthe Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Mortgagee or such other purchaser being hereinafter referred to as “Purchaser”), re-entry and (b) there was no default by Tenant beyond applicable notice and cure periods permitting Purchaser to terminate the Lease in accordance with the terms of the Lease, then upon Purchaser’s acquisition of the Property, the Lease shall not be terminated or dispossession of Sub-Sublandlord affected by Prime Sublandlord under the Prime SubleasePurchaser’s acquisition, Prime Sublandlord may, at its option, take over but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the rightterms, title covenants and interest of Sub-Sublandlord under this Sub-Subleaseconditions set forth in the Lease. Tenant agrees to attorn to Purchaser, and Sub-Subtenant shallPurchaser, at Prime Sublandlord’s optionby virtue of acquiring the Property, attorn shall be deemed to Prime Sublandlord pursuant have agreed to accept such attornment. 3.2 Subject to the then executory provisions observance and performance by Tenant of this Sub-Subleaseall the terms, except covenants and conditions of the Lease, Purchaser shall recognize the leasehold estate of Tenant for the remaining balance of the term and all renewals and extensions thereof with the same force and effect as if Purchaser were the lessor under the Lease; provided, however, that Prime Sublandlord Purchaser shall not be: 3.2.1 liable for the failure of any prior landlord (any such prior landlord, including Borrower and Borrower’s successors-in-interest, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease that accrued prior to the date on which Purchaser became the owner of the Property, but this limitation of liability does not limit Purchaser’s obligations under the Lease to correct any conditions that (i) be liable for any previous act, omission or negligence existed as of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlordthe date Purchaser became the owner of the Property, (ii) be violate Purchaser’s obligations as landlord under the Lease, and (iii) Purchaser received written notice of such condition and had the opportunity to cure the same pursuant to the terms and conditions of Section 5 of this Agreement; 3.2.2 subject to any counterclaimoffsets or other monetary obligations, defense defenses, abatements, or offset not expressly provided counterclaims that have accrued in favor of Tenant against any Prior Landlord prior to Purchaser’s acquisition of the Property; 3.2.3 liable for the return of security deposits, if any, paid by Tenant to any Prior Landlord in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be accordance with the Lease unless Purchaser actually receives such security deposits from a Prior Landlord; 3.2.4 bound by any previous modification payment of this Sub-Sublease not consented to by Prime Sublandlord rents, additional rents or by any previous prepayment of other sums Tenant may have prepaid more than one month(1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser and (ii) such prepayment was expressly approved by Purchaser in writing; 3.2.5 bound by any agreement terminating the Lease or any voluntary surrender of the Leased Property made without Mortgagee’s Fixed Rent and Additional Rentor Purchaser’s prior written consent prior to Purchaser’s acquisition of the Property, except to the extent such termination or (iv) be surrender right is expressly contemplated by the Lease; 3.2.6 bound by any amendment or modification of the Lease made without Mortgagee’s or Purchaser’s prior written consent prior to perform any work which Sub-Sublandlord is obligated the time Purchaser succeeded to perform hereunder, Borrower’s interest in the Property; 3.2.7 responsible for the making of repairs in or to pay Sub-Subtenant the Property in the case of damage or destruction to the Property or any part thereof due to fire or other person casualty or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of condemnation; 3.2.8 bound by any representations or warranties of any Prior Landlord; or 3.2.9 bound by any indemnity or defense obligations of any Prior Landlord to the termination of extent such obligation accrued prior to the Prime Sublease, time Purchaser succeeded to terminate this Sub-Sublease or surrender possession of Borrower’s interest in the Sub-Sublet Premises demised herebyProperty. Nothing in this Article 12 shall be deemed to affect In the event that any liability that Sub-Sublandlord may have to Sub-Subtenant of Purchaser arises pursuant to this Sub-SubleaseAgreement or under the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and the proceeds thereof and shall in no event exceed such interest. Notwithstanding the foregoing, such limitation on Purchaser’s liability shall not prohibit Tenant from pursuing such claims and causes of action against Borrower for the full amount of any applicable losses and damages.

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant Notwithstanding anything to the then executory provisions contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Agent for the ratable benefit of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant Lenders or any other person or entity (“New Owner”) by foreclosure of the Mortgage, by conveyance instrument in-lieu of foreclosure of the Mortgage, or otherwise, Tenant agrees, for the same. Subbenefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay to New Owner all rental payments required to be made by Tenant pursuant to the terms of the Lease for the remainder of the term of the Lease; (b) Tenant shall be bound to New Owner in accordance with all of the provisions of the Lease for the remainder of the term of the Lease; (c) Tenant shall attorn to New Owner as its landlord, such attornment to be effective and self-Subtenant hereby waives all rights under operative without the execution of any present further instruments; (d) Tenant shall promptly execute and deliver to New Owner (upon New Owner’s request) an appropriate agreement of attornment to New Owner and any subsequent titleholder of the Property; (e) New Owner shall not be subject to any claims, offsets or future laws defenses which Tenant might have against any prior landlord (including Owner); (f) New Owner shall not be obligated to complete any construction work required to be done by any prior landlord (including Owner) pursuant to the provisions of the Lease or otherwise to elect, reimburse Tenant for any construction work done by Tenant; (g) New Owner shall not be required to make any repairs to the Property or the leased premises required as a result of fire or other casualty or by reason of condemnation unless New Owner shall be obligated under the termination Lease to make such repairs and then shall be obligated to finance the completion of such repairs only to the extent of casualty insurance proceeds or condemnation awards received; (h) New Owner shall not be required to make any capital improvements to the Property or to the leased premises which Owner 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 Prime Subleaseleased premises; (i) New Owner shall not be liable for any act, omission or default of any prior landlord (including Owner); (j) New Owner shall not be bound by any rent or additional rent which Tenant might have paid for more than the current month or any security deposit or other prepaid charge paid to terminate this Sub-Sublease any prior landlord (including Owner); (k) New Owner shall not be bound by any amendment or surrender possession modification of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 Lease made without its written consent; and (l) New Owner shall not be deemed liable for any obligations of landlord (including Owner) arising under the Lease following any subsequent transfer of the title to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasethe leased premises by New Owner.

Attornment. In If the event interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, Lease shall be transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Building by reason of the termination of any superior lease or the Prime Subleaseforeclosure of any superior mortgage or deed of trust, Tenant shall be bound to terminate this Sub-Sublease or surrender possession such Successor Landlord under all of the Subterms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-Sublet Premises demised herebyoperative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Nothing 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 adornment described in this Article 12 Section 17.2. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be deemed have no further obligation to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseTenant with respect thereto.

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for If any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional RentFee Mortgagee, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunderof its successors or assigns, or to pay Sub-Subtenant or any other person claiming by or entity for through any such Fee Mortgagee or by or through any foreclosure proceeding of any such Fee Mortgagee shall succeed to the same. Sub-Subtenant hereby waives rights of Landlord under this Lease, such Fee Mortgagee or other person shall accept this Lease and recognize Tenant as the holder of all rights under any present or future laws or otherwise to elect, by reason of the termination rights of Tenant hereunder, and Tenant shall attorn to and recognize such successor as Tenant's landlord under this Lease, and such successor and Tenant shall promptly execute and deliver at any time any instrument that may be reasonably necessary to evidence such acceptance and attornment. In addition, any Fee Mortgage shall provide that in the event that the Fee Mortgagee thereunder shall succeed to the rights of Landlord under this Lease pursuant to foreclosure, deed in lieu of foreclosure or other proceedings, such Fee Mortgagee shall recognize all Tenancy Agreements which were in effect immediately prior to such foreclosure or other proceedings pursuant to their terms, including any covenant of quiet enjoyment contained in such Tenancy Agreements, so long as the particular Resident is not in default beyond any applicable cure period set forth in its Tenancy Agreements. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between Tenant and such successor Landlord, upon and subject to all of the Prime Subleasethen executory terms, to terminate covenants and conditions of this Sub-Sublease or surrender possession Lease. The provisions of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 Section 7.01(b) shall be deemed to affect self-operative and no instrument of any liability that Sub-Sublandlord such attornment shall be required or needed by the holders of any such Fee Mortgage. In confirmation of any such attornment, Tenant shall, at Landlord's request or at the request of any such Fee Mortgagee, promptly execute and deliver such further instruments as may have to Sub-Subtenant pursuant to this Sub-Subleasebe reasonably required by any such Fee Mortgagee.

Attornment. In (a) Upon the event occurrence of terminationan Attornment Event, re-entry Subtenant shall be bound to Landlord under all of the terms, covenants and conditions of the Sublease (except as set forth in paragraph 3 and in subparagraph 5(b) below) for the balance of the term thereof and of any extensions or dispossession of Sub-Sublandlord by Prime Sublandlord renewals thereof that are effected in accordance with the Sublease, with the same effect as if Landlord were the sublandlord under the Prime Sublease, Prime Sublandlord maysuch attornment to be effective as of the date that such Attornment Event occurs (subject to the condition precedent set forth in paragraph 5(b)(iii) below), without the execution of any further agreement. However, Subtenant agrees, at its optionown expense, take over to execute and deliver, at any time and from time to time upon request of Landlord, any agreement that may reasonably be necessary or appropriate to evidence such attornment and the modification of the Sublease pursuant to paragraph 3 and subparagraph 5(b) hereof, or, at Landlord’s election, a direct lease with Landlord upon all of the rightterms of the Sublease as modified pursuant to paragraph 3 and subparagraph 5(b) hereof. Failure of Subtenant to so execute any such an agreement shall not vitiate such attornment. Subtenant waives the provisions of any statute or rule of law now or hereafter in effect that may give it any right or election to terminate or otherwise adversely affect the Sublease or the obligations of Subtenant thereunder by reason of any proceeding in connection with such Attornment Event. (b) Notwithstanding anything contained in this Agreement or the Sublease to the contrary, title from and interest of Sub-Sublandlord after the date that Subtenant is required to attorn to Landlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not Agreement: (i) the fixed rent and additional rent under the Sublease shall be liable for increased (but not decreased), from time to time, so that it is equal (after taking into account any previous actcredits, omission offsets, deductions or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued entitlements given to Sub-Subtenant against Sub-Sublandlord, (iiSubtenant) be subject on a rentable square foot basis to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s the Annual Fixed Rent and Additional Rent, or Rent (ivas such terms are defined in the ▇▇▇▇▇▇▇▇▇) be bound which would have been payable under the ▇▇▇▇▇▇▇▇▇ with respect to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or Premises had the Attornment Event not otherwise to elect, by reason of occurred; (ii) the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed further amended such that the terms and provisions thereof shall be restated to affect be the terms and provisions of the ▇▇▇▇▇▇▇▇▇; except that (A) the premises and the length of term (including renewals, other than renewals which would extend beyond the then Expiration Date (as such term is defined in the ▇▇▇▇▇▇▇▇▇)) shall remain as set forth in the Sublease, (B) the fixed rent and additional rent under the Sublease shall be as set forth in clause (i) hereof, if the same is applicable, or as set forth in the Sublease if clause (i) is not applicable, (C) any liability Special Lease Rights (as such term is defined in the ▇▇▇▇▇▇▇▇▇) relative to the Sublease shall not be included in the Sublease as amended, and (D) if the Sublease contains one or more provisions which are more restrictive on Subtenant thereunder than the corresponding provision(s) of the ▇▇▇▇▇▇▇▇▇ is on Tenant thereunder, then such more restrictive Sublease provision shall continue to be included in the Sublease as amended in lieu of the corresponding provision of the ▇▇▇▇▇▇▇▇▇ (unless such more restrictive provision was due solely to the lack of privity between the subtenant and Landlord); and (iii) as a condition precedent to Landlord’s recognition of the Sublease and the attornment of Subtenant hereunder, Subtenant shall, within ten (10) days after an Attornment Event, deliver to Landlord either (A) proof reasonably satisfactory to Landlord that Sub-Sublandlord Subtenant has a net worth and creditworthiness computed in accordance with GAAP (as such term is defined in the ▇▇▇▇▇▇▇▇▇) at least equal to the net worth and creditworthiness of Subtenant at the time of the execution and delivery of this Agreement or (B) a security deposit (or letter of credit) in an amount equal to twelve (12) months of fixed rent under the Sublease (as the same may have been increased to Sub-Subtenant coincide with the Annual Fixed Rent payable hereunder pursuant to this Sub-Subleaseclause (i) above).

Attornment. In Subject to the terms of 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 termination, re-entry or dispossession the enforcement by Lender of Sub-Sublandlord by Prime Sublandlord any remedy under the Prime SubleaseLoan Agreement or this Security Instrument, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord Bloomberg under this Sub-Sublease, and Sub-Subtenant such Lease shall, at Prime Sublandlord’s optionthe option of Lender or of any other Person succeeding to the interest of Lender as a result of such enforcement, attorn to Prime Sublandlord pursuant Lender or to such Person and shall recognize Lender or such successor in the then executory interest as lessor under such Lease without change in the provisions of this Sub-Subleasethereof; provided, except that Prime Sublandlord however, Lender or such successor in interest shall not not: (i1) be liable for any previous act, act or omission of Borrower under the Bloomberg Lease except to the extent that such act or negligence 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 Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, Borrower; (ii2) be subject to any counterclaimoff-set, credit, defense or offset not expressly provided for in this Sub-Sublease counterclaim which shall have theretofore accrued to Sub-Subtenant Bloomberg against Sub-SublandlordBorrower; (3) be bound by (a) any modification of the 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 (iiib) any previous prepayment of rent or additional rent for more than one (1) month which Bloomberg might have paid to Borrower other than as required by the terms of the Bloomberg Lease; (4) be bound by any previous modification 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 succeeds to the interest of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent Borrower; and Additional Rent, or (iv5) be bound by any obligation to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity make improvements to the Commercial Units, except for (i) repairs and maintenance pursuant to the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to electprovisions of Articles 4, by reason 5 and 6 of the termination of Bloomberg Lease, the Prime Sublease, need for which repairs and maintenance first arises after the date upon which Lender is entitled to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing 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 repairs can be reasonably made from the net proceeds of any insurance actually made available to Lender (with the understanding, however, that (I) nothing contained in this Article 12 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 be deemed have the right to affect any liability 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 Sub-Sublandlord may have Lender is required to Sub-Subtenant 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 Sub-Subleaseclause (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 such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment.

Attornment. In Tenant understands and hereby acknowledges that the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord herein is the lessee under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title Master Lease and interest of Sub-Sublandlord under that this Sub-Sublease, Lease is subject and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn subordinate to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except such Master Lease and any amendments thereto. Tenant covenants and agrees that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to electif, by reason of any default upon the termination part of the Prime SubleaseLandlord 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 interest of Landlord 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 Sub-Sublease Lease or to surrender possession of the Sub-Sublet Premises demised herebyleased premises in the event that any proceeding is brought by the lessor under such Master Lease to terminate such Master Lease or in the event that any proceeding is brought by any mortgagee to foreclose any mortgage affecting the fee title to, or Landlord's interest in, the leased premises or the Master Lease. Nothing In the event any proceedings are brought for the foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure of, or in the event of exercise of the power of sale under any mortgage 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 Article 12 Lease shall be deemed remain in full force and effect and Tenant hereby attorns to, and covenants and agrees to affect any liability that Sub-Sublandlord may have execute an instrument in writing reasonably satisfactory to Sub-Subtenant pursuant the new owner whereby Tenant attorns to such successor in interest and recognizes such successor as the Landlord under this Sub-SubleaseLease.

Attornment. In Tenant hereby agrees that in the event of termination, re-entry a foreclosure sale or dispossession deed in lieu of Sub-Sublandlord by Prime Sublandlord foreclosure under the Prime SubleaseMortgage, Prime Sublandlord mayTenant will and hereby does attom to the foreclosure successor so that the Lease and the relationship of Landlord and Tenant shall exist between such foreclosure successor and Tenant; provided, at however, that if the foreclosure successor is Lender, its optionsuccessor or assigns, take over all Lender shall not be: a. liable for any act or omission of any prior landlord (including the Borrower), except with respect to defaults continuing on the date that such Lender succeeded to Landlord's interest under the Lease, in each case to the extent such Lender received prior written notice detailing such default(s) and an opportunity to cure same pursuant to Section 6 hereof; or b. subject to any offsets or defenses which Tenant might have against any prior landlord (including the Borrower), except with respect to defaults continuing on the date that such Lender succeeded to Landlord's interest under the Lease, in each case to the extent such Lender received prior written notice detailing such default(s) and an opportunity to cure same pursuant to Section 6 hereof; Lender acknowledges that its exclusion from liability, offset and defenses set forth in (a) and (b) above shall not apply to actions or omissions of Lender from and after the date it becomes the foreclosure successor; or c. bound by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord (including the Borrower); or d. liable for repayment of any security deposit not actually paid to Lender; or e. bound by any amendment or modification of the rightLease made without Lender's prior written consent that either reduces the term of the Lease, title and interest of Sub-Sublandlord reduces the rental payable by Tenant or imposes greater duties on Landlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not Lease; or f. bound by any provision in the Lease which obligates the landlord thereunder (i) be liable to construct or complete any building or structure or to make any improvements or to perform any other construction work (including any work necessary to prepare the Premises for any previous act, omission Tenant's occupancy) or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to pay to Tenant (or permit application against rent due under the Lease for) any counterclaimreimbursement, defense credit or offset not expressly provided allowance for in this Subconstruction or build-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be out performed by Tenant; or g. bound by any previous modification purchase option or right of this Sub-Sublease not consented first refusal to by Prime Sublandlord purchase the Premises or by any previous prepayment of more than one month’s Fixed Rent and Additional Rentthe Property contained in the Lease, if any, with respect to the Premises or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant the Property or any other person or entity for the samepart thereof. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 Such attornment shall be deemed effective and self-operative without the necessity of executing any further instrument immediately upon the Lender's or foreclosure successor's succession to affect any liability that Sub-Sublandlord may have the interest of Borrower to Sub-Subtenant pursuant to this Sub-Subleasethe Property.

Attornment. In Liberty agrees that if the event Agent, any of terminationthe Lenders or a purchaser at a sheriff's sale (each a "Transferee") shall become the owner of the Liberty Leased Assets by reason of the foreclosure of the Mortgage or the acceptance of a deed in lieu of foreclosure (or dation en paiement) (a "Transfer Event"), re-entry and provided that at such time the Sublease shall be in full force and effect and shall not have expired or dispossession of Sub-Sublandlord by Prime Sublandlord been terminated, the Sublease shall not be terminated or affected thereby, but shall continue in full force and effect as a direct sublease between Liberty and such Transferee upon all the terms, covenants and conditions set forth in the Sublease. Upon such a Transfer Event, Liberty agrees to attorn to such Transferee as sublessor under the Prime Sublease, Prime Sublandlord may, at its option, take over and to be bound by and perform all of the rightobligations imposed by the Sublease on the sublessee thereunder. Also, title and interest upon such a Transfer Event, the Transferee will be bound by all of Sub-Sublandlord under this Sub-Subleasethe obligations imposed by the Sublease on the sublessor; provided, and Sub-Subtenant shallhowever, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord such Transferee shall not be: (i) be liable for any previous actact or omission of ▇▇▇▇▇▇▇▇, omission provided that the foregoing shall not be deemed to relieve such Transferee from the obligation to perform any obligation of the sublessor under the Sublease which obligation (a) Schedule V - 3 remains unperformed at the time that such Transferee succeeds to the interest of sublessor under the Sublease and (b) is made known to Transferee and Transferee is provided notice and given the same opportunity to cure as afforded ▇▇▇▇▇▇▇▇ under the Sublease; or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to bound by any counterclaimrent which Liberty might have paid under the Sublease for more than one month in advance, defense unless actually received by such Transferee; or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous amendment or modification of this Sub-the Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, that could have a material adverse affect on Agent's rights as a secured party; or (iv) be bound subject to perform any work which Sub-Sublandlord is obligated to perform hereunder, offsets or to pay Sub-Subtenant defenses that Liberty might have against ▇▇▇▇▇▇▇▇ (or any other person or entity for prior sublessor, if applicable) unless Transferee has been given written notice thereof and the same. Sub-Subtenant hereby waives all rights same opportunity to cure as afforded ▇▇▇▇▇▇▇▇ under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Sublease.

Attornment. In If the event interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, Lease shall ---------- be transferred to any superior Mortgagee or other purchaser or person taking title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Building by reason of the termination of any superior lease or the Prime Subleaseforeclosure of any superior mortgage or deed of trust, Tenant shall be bound to terminate this Sub-Sublease or surrender possession such Successor Landlord under all of the Subterms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord as its landlord, said attornment to be effective and self-Sublet Premises demised herebyoperative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Nothing Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Article 12 Section 17.2. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be deemed have no further obligation to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseTenant with respect thereto.

Attornment. In If the event interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, Lease shall be ---------- transferred to any superior Mortgagee or Successor Landlord or other purchaser or person taking title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Building by reason of the termination of any superior lease or the Prime Subleaseforeclosure of any superior mortgage or deed of trust, Tenant shall be bound to terminate this Sub-Sublease or surrender possession such Successor Landlord under all of the Subterms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-Sublet Premises demised herebyoperative without the execution of any further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Nothing 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, within ten (10) business days after Landlord's written request, execute any documents reasonably requested by any such person to evidence the attornment described in this Article 12 Section 17.2. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be deemed have no further obligation to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseTenant with respect thereto.

Attornment. In If Lender forecloses the event Mortgage or acquires title to the Property by deed-in-lieu of terminationforeclosure, re-entry or dispossession in any other manner succeeds to the interest of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime SubleaseLease, Prime Sublandlord mayor if Lender shall otherwise take possession of the Property, at then upon receipt of written notice from Lender, the District shall attorn to Lender as its option, take over landlord under all of the rightterms, title 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 effect as if Lender were Landlord under the Lease. Such attornment shall be effective and self-operative immediately upon receipt of written notice from Lender that Lender has succeeded to the interest of Sub-Sublandlord Landlord, whereupon the District shall recognize Lender, or any person claiming by through or under this Sub-SubleaseLender, as the landlord under the Lease without the execution of any further instruments on the part of any of the Parties. Provided no default by the District has occurred and is continuing, which default under the terms of the Lease would give Landlord (or Lender as successor in interest to Landlord) the right to terminate the Lease, the Lease shall at all times continue in full force and effect, and Sub-Subtenant shallthe 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 District. If the District requests, Lender covenants and agrees to execute a novation agreement in the form reasonably acceptable to the District that requests that the District recognize a name change or a successor in interest to the Lease. In connection with any attornment pertaining to an asset transfer, at Prime Sublandlordthe District’s optionrequest, attorn to Prime Sublandlord pursuant Lender shall deliver to the then executory provisions District, as applicable, each of this Sub-Subleasethe following: a. A document describing the proposed transaction giving rise to such transfer; b. the effective date of the transfer; c. an authenticated copy of the instrument effecting the transfer (including without limitation a ▇▇▇▇ of sale, except that Prime Sublandlord shall not (i) be liable for any previous actcertificate of merger, omission or negligence of Sub-Sublandlord under this Sub-Subleasecontract, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rentdeed, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason court decree); d. an authenticated copy of the termination transferee’s certificate and articles of incorporation if an entity was formed to receive the Prime Subleasetransferor’s assets (however, if the entity was formed for a purpose other than to terminate this Sub-Sublease or surrender possession receive the transferor’s assets, include a statement to that effect); and e. a certified copy of applicable entity authorizing resolutions (for both the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasetransferee and the transferor) authorizing such transfer of assets.

Attornment. In The final, basic element of an SNDA is the event of termination, re-entry tenant’s agreement to attorn to and recognize the lender (or dispossession of Sub-Sublandlord by Prime Sublandlord another party acquiring the property in connection with a foreclosure or deed in lieu thereof) as its landlord under the Prime Subleaselease. As discussed in more detail below, Prime Sublandlord may, at its option, take over all the tenant will seek to preserve as much of the rightbenefit of its bargain with the original landlord as possible, title while the lender will seek to limit certain of landlord’s obligations and interest liabilities under the lease. A balanced attornment provision might read like this: “If the interests of Sub-Sublandlord Landlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord Lease shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, transferred by reason of the termination exercise of any foreclosure or other proceeding for enforcement of the Prime SubleaseMortgage, to terminate this Sub-Sublease or surrender by deed in lieu of foreclosure or such other proceeding, or if Lender takes possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 Property pursuant to any provisions of the Mortgage or otherwise, Tenant thereafter shall be deemed bound to affect Purchaser (hereinafter defined) or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any liability that Subextensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Purchaser or Lender were landlord under the Lease, and Tenant does hereby attorn to Purchaser or Lender, as the case may be (if it takes title to or possession of the Property), as landlord under the Lease. Such attornment shall be effective and self-Sublandlord operative without the execution of any further instruments upon the succession by ▇▇▇▇▇▇▇▇▇ to the interest of Landlord under the Lease or the taking of title to or possession of the Property by ▇▇▇▇▇▇. Nevertheless, Tenant shall, from time to time at no cost to Tenant, execute and deliver such instruments evidencing such attornment as Purchaser or Lender may have reasonably require. The respective rights and obligations of the Purchaser, Lender and Tenant upon such attornment, to Sub-Subtenant pursuant to this Sub-Subleasethe extent of the then remaining balance of the term of the Lease and any extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided in Section __ hereof. As used herein, the term “Purchaser” means any person acquiring the interest of Landlord under the Lease as a result of any foreclosure or other action or proceeding in the nature of foreclosure or by way of any deed in lieu of any such action or proceeding.”

Attornment. In Tenant covenants and agrees to attorn to the event of terminationAgent or any other Foreclosure Transferee, re-entry as Tenant's new landlord, and agrees that the Lease shall continue in full force and effect as a direct lease between Tenant and the Agent or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Subleaseany other Foreclosure Transferee, Prime Sublandlord mayif applicable, at its option, take over upon all of the rightterms, covenants, conditions and agreements set forth in the Lease; provided, however, the Agent, Lenders or such other Foreclosure Transferee shall not be: (a) liable for any act, omission or breach of warranty or representation of any prior landlord, including Landlord; provided, however, if Tenant has provided Ageut a copy of any notices delivered to Landlord of a default by Landlord, Agent or the Foreclosure Transferee, as the case may be, will be obligated under the Lease for any default of Landlord stated in said notice delivered to Agent, which is reasonably susceptible to being cured and which continues and remains uncured at the time Agent or such other Foreclosure Transferee obtains possession or title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions Land, in which case, Agent or the Foreclosure Transferee will be afforded thirty (30) days from the later of this Sub-Sublease, except that Prime Sublandlord shall not (i) Agent or the Foreclosure Transferee obtaining possession or title to the Land, or (ii) Agent's or the Foreclosure Transferee's receipt of a notice from Tenant specifying such default. Unless such default is of such a nature to reasonably require more than thirty (30) M - 2 days to cure and then, Agent or the Foreclosure Transferee shall be permitted such additional time as is reasonably necessary to effect such cure, if Agent or the Foreclosure Transferee is proceeding diligently. to cure such default. Notwithstanding the foregoing, Agent or the Foreclosure Transferee will not be liable for any previous act, omission or negligence breach of Sub-Sublandlord warranty or representation of any prior landlord occurring prior to Agent filing a foreclosure· proceeding against the Land, unless Tenant has given Agent written notice ofthe default prior to such filing; (b) subject to any offset, defense or counterclaim which Tenant might be entitled to assert against any prior landlord, including Landlord; provided, however, if (i) Tenant has complied with Tenant's obligations under this Sub-Sublease, which heretofore has accrued the Lease (if any) to Sub-Subtenant against Sub-Sublandlord, preserve Tenant's rights in case of Landlord default by giving Landlord written notice specifying such default and (ii) Tenant has provided Agent a copy of such notification, Tenant shall be subject entitled to exercise any contractual self-help and offset rights permitted under the Lease with respect to any counterclaimdefault of Landlord that (i) continues and remains uncured at the time Agent or such other Foreclosure Transferee obtains possession, defense control or offset title to the Premises, and (ii) that is not expressly provided for cured by Agent or the Foreclosure. Transferee, as the case may be, within the cure period set forth in this Subsubsection (a) above. Notwithstanding the foregoing, Tenant shall not be entitled to any offsets rights against Agent or such Foreclosure Transferee which Tenant might be entitled to assert against any prior landlord relating to acts or omissions that occurred prior to Agent filing a foreclosure proceeding against the Land, unless Tenant has given Agent written notice of the default prior to such filing, but Tenant shall still have rights to self-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, help; (iiic) be bound by any previous modification payment of this Sub-Sublease not consented rent, additional rent or other sum made by Tenant to by Prime Sublandlord or by any previous prepayment of Landlord for more than one month’s Fixed Rent and Additional Rent(1) month in advance of its due date under the Lease; (d) bound by any amendment or modification of the Lease, any assignment of the Lease, or any subletting the Lease hereafter made without the prior written consent of the Agent, to the extent such amendment or modification matenally and adversely alters the rights, duties or obligations of Landlord under the Lease, including without limitation, (ivi) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant a change in the initial or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason renewal term of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseLease,.

Attornment. If the Lease or Sublandlord’s right to possession thereunder terminates for any reason prior to expiration of the Sublease (as modified by the First Amendment to Sublease), Subtenant agrees to attorn to Landlord upon the then executory terms and conditions of the Sublease (as modified by the First Amendment to Sublease) for the remainder of the term of the Sublease (as modified by the First Amendment to Sublease) and Landlord agrees not to disturb Subtenant, provided Subtenant is not in default under the terms of the Sublease (as modified by the First Amendment to Sublease) so that the Sublease and the First Amendment to Sublease shall continue in full force and effect as a direct lease between Landlord or Landlord’s successor and Subtenant upon all of the terms, conditions and covenants set forth in the Sublease and First Amendment to Sublease. In the event of terminationsuch attornment, re-entry Landlord will not be (a) liable for any Rent paid by Subtenant to Sublandlord more than one month in advance, or dispossession any security deposit paid by Subtenant to Sublandlord, unless same has been transferred to Landlord by Sublandlord; (b) liable for any act or omission of Sub-Sublandlord by Prime Sublandlord under the Prime Lease, the Sublease, Prime the First Amendment to Sublease or any other agreement between Sublandlord may, at its option, take over all and Subtenant or for any default of Sublandlord under any such documents which occurred prior to the effective date of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not attornment; (ic) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense defenses or offset not expressly provided for in this Sub-Sublease offsets that Subtenant may have against Sublandlord which theretofore accrued arose prior to Sub-Subtenant against Sub-Sublandlord, the effective date of the attornment; or (iiid) be bound by any previous modification material changes or modifications made to the Sublease or the First Amendment to Sublease without the written consent of Landlord. The terms of this Sub-Section 9 supercede any contrary provisions in the Sublease not consented and the First Amendment to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Sublease.

Attornment. In Lender and Tenant agree that upon the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all conveyance of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Property by reason of the termination foreclosure of the Prime SubleaseMortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, 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 the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Transferee and the Transferee shall accept such attornment, and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of. Landlord, whether prior to or after such foreclosure or sale, (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such sums are actually received by the Transferee, (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to terminate this Sub-Sublease be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or surrender possession terminating the Lease made without the Transferee’s prior written consent prior to the time the Transferee succeeded to Landlord’s interest or (j) bound by any assignment of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed Lease or sublease of the Property, or any portion thereof, made prior to affect any liability that Sub-Sublandlord may have the time the Transferee succeeded to Sub-Subtenant Landlord’s interest other than if pursuant to this Sub-Subleasethe provisions of the Lease.

Attornment. In Lender and Tenant agree that if Lender shall succeed to the event rights of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all Lease or shall become the owner of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Property by reason of the termination foreclosure of the Prime SubleaseSecurity Instruments or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, to terminate this Sub-Sublease and the conditions set forth in Section 2 above have been met at the time Lender becomes such successor or surrender possession owner of the Sub-Sublet Premises 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; 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 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, (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; (c) required to make any repairs to the Property or to the premises demised hereby. Nothing in this Article 12 under the Lease required as a result of fire, or other casualty or by reason of condemnation unless Landlord shall be deemed obligated under the Lease to affect 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 liability that Sub-Sublandlord capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to Sub-Subtenant 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 Lender; (h) bound 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 amending, modifying or terminating the lease made without Lender's prior written consent prior to the time Lender succeeded to Landlord's interest; or (j) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Lender succeeded to Landlord's interest other than if pursuant to this Sub-Subleasethe provisions of the Lease.

Attornment. In If this Lease is terminated prior to the event expiration of terminationits term, re-entry or dispossession then, so long as a sublessee complies with the terms and conditions set forth in its sublease, it shall attorn thereunder directly to Lessor, Lessor shall attorn to such sublessee, including recognizing the rights of Sub-Sublandlord by Prime Sublandlord any lenders under the Prime Subleasesublease, Prime Sublandlord mayand Lessor shall not disturb such sublessee, at its option, take over all in accordance with the terms of the rightpertinent sublease; provided, title however, that: (a) Lessor's obligations thereunder shall be no greater and its rights no less than those set forth in this Lease; (b) No sublessee shall be required to make any payment to Lessor unless and until such sublessee shall have received written notice from Lessor of the termination of this Lease and direction that payments and performance thereafter be made directly to Lessor. Thereafter, upon such sublessee's timely payment or performance to Lessor, Lessor shall not be entitled to claim a default for not having received any corresponding payment or performance from Lessee. If a sublessee, however, receives conflicting written notices demanding payment or performance from Lessor and Lessee, such sublessee shall have the right to interplead such payment and/or other matters in any court of competent jurisdiction, in which event such sublessee shall not be deemed in default. Payment or performance when and as ordered by such court shall constitute full performance. So long as a sublessee has made payment for performance to Lessor or interpleaded such matters and is not subject to termination for default of the pertinent sublease, Lessor shall not join that sublessee as a party defendant in any auction or proceeding or take any other action for the purpose of terminating sublessee's interest and estate because of Sub-Sublandlord any default under or termination of this Sub-SubleaseLease. Moreover, notwithstanding the termination of this Lease, so long as Lessee has complied with the requirements hereof relating to subleases, Lessor shall recognize any and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord all subleases entered into pursuant to the then terms hereof and any executory provisions of this Sub-Subleasecontracts to sublease pursuant to the terms hereof; provided, except however, that Prime Sublandlord any and all benefits which would thereafter accrue to Lessee under the sublease shall belong to Lessor; (c) Lessor shall not (i) be liable for any previous act, act or omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, any prior lessor (iiincluding Lessee); (d) Lessor shall not be subject to any counterclaim, defense offsets or offset defenses which the sublessee may have against any prior lessor (including Lessee); (e) Lessor shall not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification payment in respect of this Sub-Sublease not consented to by Prime Sublandlord rent, common area expenses, or by any previous prepayment of other additional charges, as described in the sublease, which the sublessee might have paid for more than one month’s Fixed Rent and Additional Rent, or rental period in advance to any prior lessor (ivincluding Lessee); (f) Lessor shall not be bound by any agreement or modification of the sublease made without the written consent of Lessor; (g) Lessor shall not be bound by any provision set forth in the sublease requiring the sublessor to perform indemnify or hold the sublessee harmless; (h) Lessor shall not be bound by any work which Sub-Sublandlord is obligated covenant to perform hereunder, undertake or to pay Sub-Subtenant complete any construction of the Parcel or Premises or any other person or entity for portion thereof; and (i) Lessor shall not be bound by any obligation to make any payment to the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasesublessee.

Attornment. In Subject to the terms of 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 termination, re-entry or dispossession the enforcement by Lender of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord any remedy under this Sub-SubleaseAgreement or the Security Instrument, and Sub-Subtenant Bloomberg under such Lease shall, at Prime Sublandlord’s optionthe option of Lender or of any other Person succeeding to the interest of Lender as a result of such enforcement, attorn to Prime Sublandlord pursuant Lender or to such Person and shall recognize Lender or such successor in the then executory interest as lessor under such Lease without change in the provisions of this Sub-Subleasethereof; provided, except that Prime Sublandlord however, Lender or such successor in interest shall not not: (i1) be liable for any previous act, act or omission of Borrower under the Bloomberg Lease except to the extent that such act or negligence 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 Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, Borrower; (ii2) be subject to any counterclaimoff-set, credit, defense or offset not expressly provided for in this Sub-Sublease counterclaim which shall have theretofore accrued to Sub-Subtenant Bloomberg against Sub-SublandlordBorrower; (3) be bound by (a) any modification of the 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 (iiib) any previous prepayment of rent or additional rent for more than one (1) month which Bloomberg might have paid to Borrower other than as required by the terms of the Bloomberg Lease; (4) be bound by any previous modification 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 succeeds to the interest of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent Borrower; and Additional Rent, or (iv5) be bound by any obligation to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity make improvements to the Condominium Unit, except for (i) repairs and maintenance pursuant to the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to electprovisions of Articles 4, by reason 5 and 6 of the termination of Bloomberg Lease, the Prime Sublease, need for which repairs and maintenance first arises after the date upon which Lender is entitled to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing 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 repairs can be reasonably made from the net proceeds of any insurance actually made available to Lender (with the understanding, however, that (I) nothing contained in this Article 12 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 be deemed have the right to affect any liability 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 Sub-Sublandlord may have Lender is required to Sub-Subtenant 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 Sub-Subleaseclause (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 such successor in interest, to execute and deliver an instrument or instruments confirming such attornment.

Attornment. In If the event interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Landlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Building by reason of the termination of any superior lease or the Prime Subleaseforeclosure of any superior mortgage or deed of trust, Tenant shall be bound to terminate this Sub-Sublease or surrender possession such Successor Landlord under all of the Subterms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and recognize as Tenant’s landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-Sublet Premises demised herebyoperative without the execution of any further instruments upon Successor Landlord’s succeeding to the interest of Landlord under the Lease. Nothing Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Article 12 Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of Subordination and Non-Disturbance Agreement. If after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall be deemed have no further obligation to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseTenant with respect thereto.

Attornment. No provision of this Ground Lease shall preclude Landlord from placing Landlord's Liens on Landlord's interest in the Property or amending such Landlord's Liens, provided that any grant of a Landlord's Lien by Landlord shall encumber only Landlord's fee interest and shall not purport to encumber Tenant's leasehold interest. So long as the Ground Lease is in full force and effect, Tenant agrees, upon request of Landlord, to furnish to Landlord a certificate in form reasonably satisfactory to Landlord and the holder of any Landlord's Lien that confirms (i) Tenant is bound under all of the terms and provisions of the Ground Lease; (ii) in the event the holder of any Landlord's Lien or foreclosure purchaser (hereinafter, a "Fee Acquiring Party") shall acquire fee title to the Premises, Tenant will attorn to the Fee Acquiring Party; and (iii) there is no default of Landlord under the Ground Lease as of the date prior to the date of certificate other than defaults stated with specificity in the certificate. In such event, such Fee Acquiring Party shall be entitled to all of the rights of Landlord under the Ground Lease as though the interest of Landlord had not been terminated or such foreclosure proceedings had not been instituted; Tenant shall have the same rights and remedies against the Fee Acquiring Party that Tenant might have had under the Ground Lease against Landlord if the Fee Acquiring Party had not succeeded to the interest of Landlord, subject to the waiver of defaults not stated in the certificate described above. Such attornment by the Tenant to the Fee Acquiring Party or any successor thereof shall be effective and self-operative without the execution of any further instruments by any party hereto; provided, however, that the Tenant will, upon request execute a written agreement attorning to such Fee Acquiring Party, affirming the Tenant's obligations under the Lease. In the event that the Fee Acquiring Party succeeds to the interest of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord the Landlord under the Prime SubleaseLease, Prime Sublandlord mayor title to the Premises, at its option, take over all then such Fee Acquiring Party and any successor thereof shall assume and be bound by the obligations of the right, title Landlord under the Lease which accrue from and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant after such party's succession to the then executory provisions of this Sub-SubleaseLandlord's interest in the Property, except that Prime Sublandlord but such party shall not be: (i) be liable for any previous act, act or omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, any prior landlord (including the Landlord); (ii) be liable for the retention, application or return of any security deposit to the extent not paid over to such party; (iii) subject to any counterclaim, defense offsets or offset not expressly provided for in this Sub-Sublease defenses which theretofore accrued to Sub-Subtenant the Tenant might have against Sub-Sublandlord, any prior landlord (iiiincluding the Landlord); (iv) be bound by any previous rent or additional rent which the Tenant might have paid for more than the current month to any prior landlord (including the Landlord); (v) bound by any amendment or modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, the Lease made without such party's prior written consent; or (ivvi) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or cure any defaults of any prior landlord under the Lease which occurred prior to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights date on which such party succeeded to the Landlord's interest under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised herebyLease. Nothing in this Article 12 section shall be deemed to affect waive any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaseof the Tenant's rights and remedies against any prior landlord.

Attornment. In the event of terminationthe occurrence of a Termination Event that does not result in the termination or rejection of the Sublease and upon the transfer of the Property by reason of such Termination Event to Acquiring Party, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord Subtenant agrees to attorn to, accept and recognize any Acquiring Party as the landlord under the Prime Lease or as sublandlord under the Sublease, Prime Sublandlord mayas described in Section 2 above for the remainder of the term of the Sublease (including all extension periods which have been or are hereafter exercised), and to pay and perform all obligations of Subtenant in accordance with the terms and conditions set forth in the Sublease. Subtenant agrees, however, to execute and deliver, at its optionany time and from time to time, take over all promptly upon the request of the rightCollateral Agent or any Acquiring Party any instrument which may be necessary or appropriate (as determined by the Collateral Agent or such Acquiring Party, title as applicable, in its reasonable discretion) to evidence such attornment; provided, that such 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, from and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-after the date that Subtenant shall, at Prime Sublandlord’s option, shall be required to attorn to Prime Sublandlord pursuant any Acquiring Party hereunder, the rent payable under the Sublease shall be equal to [the then executory provisions greater of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous actthe allocable (i.e., omission or negligence on a rentable square foot basis) payment of Subfixed rent and additional rent payable under the Lease with respect to 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-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, CPLV)) that (i) is entered into directly between the master tenant and a third party subtenant and (ii) be subject Landlord is required to any counterclaim, defense or offset not expressly provided for deliver an SNDA in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification accordance with the provisions of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason Section 22.3 of the termination 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 Prime Sublease, to terminate this SubLease (Non-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseCPLV).

Attornment. In If any Mortgagee succeeds to the event rights of terminationLandlord under this Lease or to ownership of the Premises, re-entry whether through possession, foreclosure or dispossession the delivery of Sub-Sublandlord by Prime Sublandlord a deed to the Premises, upon the written request of such Mortgagee, 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; provided that any person to whom Tenant is asked to attorn agrees in writing reasonably satisfactory to Tenant that, so long as Tenant is not in default under this Lease beyond any applicable cure period, this Lease shall remain in full force and effect for the Prime Sublease, Prime Sublandlord Lease Term. SECTION 17. SIGNS Tenant may, at its optionsole cost, take over all erect signs on the exterior or interior of the rightBuilding, title provided that such sign or signs (a) do not cause any structural or other damage to the Building; (b) do not violate applicable governmental laws, ordinances, rules or regulations; (c) do not violate any existing restrictions affecting the Premises; (d) are in accordance with the sign standards for the Project set forth on EXHIBIT F attached hereto; and interest (e) are approved in advance by Landlord (which approval shall not be unreasonably withheld or delayed) and the City of Sub-Sublandlord under this Sub-SubleaseRedmond, and Sub-Subtenant Washington. Tenant, upon vacating the Premises or removing or altering its signs for any reason, shall repair, paint and/or replace the Building surfaces where its signs were attached. Landlord shall, at Prime Sublandlord’s optionits cost, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity provide a monument sign for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to electProject and allow Tenant, by reason of the termination of the Prime Subleaseat Tenant's sole cost, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaseinstall its panel thereon.

Attornment. In The Mortgagor attorns and becomes tenant from week to week to the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all Mortgagee of the right, title Mortgaged Property commencing on the date of this mortgage at a weekly rental equal to and varying in amount with the interest of Sub-Sublandlord accruing under this Sub-SubleaseMortgage from day to day for one week (or if no interest is payable, and Sub-Subtenant shalla rental of 1(cent) per week). Such rent is to be paid by weekly payments if demanded by the Mortgagee but until demanded to be paid on the days appointed for payment of interest (or if no interest is payable, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to capital payments) under this mortgage. All rent received by the then executory provisions Mortgagee by virtue of this Sub-Sublease, except that Prime Sublandlord shall not (i) attornment will be liable for applied towards satisfaction of the interest payable under this mortgage. The Mortgagee may at any time after the Secured Money becomes payable at the option of the Mortgagee without giving any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent notice enter into and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender upon and take possession of the Sub-Sublet Premises demised herebyMortgaged Property whereof the Mortgagor has attorned as tenant and may determine the tenancy created by this attornment. Nothing Neither the receipt of the rent nor the tenancy created by the attornment will render the Mortgagee liable to account as mortgagee in possession and nothing in this Article 12 shall attornment clause will prejudice or lessen the rights of the Mortgagee as mortgagee or modify or add to the rights of the Mortgagor as mortgagor or lessee, it being agreed that this attornment clause is for the purpose of estoppel only. If this clause would otherwise be construed as granting or affording to the Mortgagor any rights privileges protections or immunities of a lessee under any statute or at law or in equity which would not, except for this clause, be available to the Mortgagor, then this clause will be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to be severed from and will form no part of this Sub-Sublease.mortgage. TITLE REFERENCE 15602076 CONTENTS

Attornment. In If Landlord’s interest in the event of terminationPremises is transferred to or acquired by a Fee Mortgagee or any purchaser at a foreclosure sale (a “Foreclosure Purchaser”), re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) Tenant shall be liable for any previous act, omission bound to such Fee Mortgagee or negligence Foreclosure Purchaser under the terms of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-SublandlordLease, (ii) Tenant shall thereafter attorn to such Fee Mortgagee or Foreclosure Purchaser, as the landlord hereunder, after it is notified of such transfer, unless this Lease is terminated in accordance with the provisions contained in this Lease, and (iii) such Fee Mortgagee or Foreclosure Purchaser shall be bound by all of the terms of this Lease that are applicable to Landlord and shall, subject to any counterclaimthe other terms of this section, defense or offset not expressly provided for satisfy all of Landlord’s obligations and liabilities hereunder. The foregoing provision shall be self-operative; provided, however, Tenant shall, upon written demand, execute documentation confirming the matters set forth in this Sub-Sublease which theretofore accrued section. Any Fee Mortgagee or Foreclosure Purchaser succeeding to Sub-Subtenant against Sub-Sublandlordthe interest of Landlord in the Premises shall not be (i) bound by any payment of Rent made by Tenant more than one (1) month in advance, (ii) liable due to any act or omission of a prior landlord (including, without limitation, Landlord), provided to the extent any default by Landlord under this Lease is continuing, such Fee Mortgagee or Foreclosure Purchaser, as applicable, shall be responsible for curing the same after it acquires Landlord’s interest in the Premises, (iii) be bound by subject to any previous modification offsets or defenses of this Sub-Sublease not consented Tenant arising or related to by Prime Sublandlord periods prior to the date the Fee Mortgagee or by any previous prepayment of more than one month’s Fixed Rent and Additional RentForeclosure Purchaser acquires such interest, or (iv) be responsible for any security or other deposit not transferred to it or (v) bound to perform by any work which Sub-Sublandlord amendment of this Lease that is obligated to perform hereundernot approved by it, in writing, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, is not in writing and signed both by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Sublease▇▇▇▇▇▇ and Landlord.

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord (a) After notice is given by Prime Sublandlord Lender that a default has occurred under the Prime SubleaseMortgage and that the rentals and all other payments to be made by Tenant under the Lease should be paid to Lender, Prime Sublandlord mayTenant will pay to Lender, at or in accordance with the directions of Lender, all rentals and other monies due and to become due to Landlord under the Lease or otherwise in respect to the Premises; and (b) In addition, if Lender (or its optionnominee or designee) shall succeed to the rights of Landlord under the Lease through possession or foreclosure action, take over all delivery of a deed or otherwise, or another person purchases the Premises upon or following foreclosure of the rightMortgage, title then at the request of Lender (or its nominee or designee) or such purchaser (Lender, its nominees and interest of Sub-Sublandlord under this Sub-Subleasedesignees, and Subsuch purchaser, each being a “Successor-Subtenant shallLandlord”), at Prime Sublandlord’s option, Tenant shall attorn to Prime Sublandlord pursuant and recognize Successor-Landlord as Tenant’s landlord under the Lease and shall promptly execute and deliver any instrument that Successor-Landlord may reasonably request to evidence such attornment. Upon such attornment, the then executory provisions of this SubLease shall continue in full force and effect as, or as if it were, a direct lease between Successor-SubleaseLandlord and Tenant upon all terms, conditions and covenants as are set forth in the Lease, except that Prime Sublandlord Successor-Landlord shall not (not: i) be liable for any previous actact or omission of Landlord under the Lease, omission or negligence of Sub-Sublandlord provided that the foregoing shall not excuse the Successor Landlord from curing any continuing defaults under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (the Lease; ii) be subject to any counterclaimoff-set, defense or offset not expressly provided for in this Sub-Sublease counterclaim which theretofore shall have previously accrued to Sub-Subtenant Tenant against Sub-Sublandlord, (Landlord; iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord the Lease or by any previous prepayment of rent or additional rent for more than one month’s Fixed Rent and Additional Rentmonth which Tenant might have paid to Landlord, unless such modification or (prepayment shall have been expressly approved in writing by Lender; or iv) be bound by any purchase options, rights of first refusal or similar rights possessed by Tenant with respect to perform any work which Sub-Sublandlord is obligated to perform hereunderthe Premises, or to pay Sub-Subtenant or any other person or entity for except as expressly set forth in the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaselease.

Attornment. In (a) Tenant acknowledges that it has notice that Landlord’s interest under the Lease and the rents and all other sums due thereunder have been assigned to Lender as part of the security for the Note secured by the Mortgage. Notwithstanding anything to the contrary contained herein or in the Lease, in the event that Lender notifies Tenant of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord a default under the Prime SubleaseMortgage and demands that Tenant pay its rent and all other sums due under the Lease to Lender, Prime Sublandlord mayTenant agrees that it shall pay its rent and all other sums due under the Lease to Lender, provided, however, that Tenant shall be provided written notice at its optionleast ten (10) days prior to Tenant’s obligation to pay rent and other sums due under the Lease to Lender, take over all and provided, further that in such event, upon the payment to Lender of such rent and other sums Landlord, subject to the provisions of subparagraph 3(c), shall remain liable to Tenant for the performance of Landlord’s obligations under the Lease. All rents and other sums paid by Tenant to Lender shall be credited against Tenant’s rental obligations under the Lease, and payment to Lender of rents and such other sums due under the Lease will be deemed to be payment to Lender of rents and such other sums due under the Lease will be deemed to be payment to Landlord for purposes of the rightLease. Landlord joins in the execution of this Agreement for the purpose of, title and interest of Sub-Sublandlord under this Sub-Subleaseamong other things, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant consenting to the then executory provisions of this Subsubparagraph 3(a). (b) If Lender (or its nominee or designee) shall succeed to the rights of Landlord under the Lease through possession or foreclosure action, delivery of a deed or otherwise, or another person purchases the Premises upon or following foreclosure of the Mortgage, then at the request of Lender (or its nominee or designee) or such purchaser (Lender, its nominees and designees, and such purchaser, each being a “Successor-SubleaseLandlord”), Tenant shall attorn to and recognize Successor-Landlord as Tenant’s landlord under the Lease and shall promptly deliver any instrument that Successor-Landlord may reasonably request to evidence such attornment. Upon such attornment, the Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor-Landlord and Tenant upon all terms, conditions and covenants as are set forth in the Lease, except that Prime Sublandlord Successor-Landlord shall not not: (i) be liable for any previous actact or omission of Landlord under the Lease; provided, omission or negligence however, that the foregoing provisions of Sub-Sublandlord this clause (b) shall not exculpate the Successor Landlord from liability for performing Landlord’s obligations under this Sub-SubleaseLease which are of a continuing nature Including, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlordwithout limitation, Landlord’s repair and maintenance obligations under the Lease; (ii) be subject to any counterclaimoff-set, defense or offset not expressly provided for in this Sub-Sublease which theretofore shall have previously accrued to Sub-Subtenant Tenant against Sub-Sublandlord, Landlord; (iii) be bound by any previous modification of this Subthe Lease (if such modification was made after the date that Successor-Sublease not consented to by Prime Sublandlord Landlord obtained its mortgagee interest) or by any previous prepayment of rent or additional rent for more than one month’s Fixed Rent and Additional Rentmonth which Tenant might have paid to Landlord (other than any security deposit), unless such modification or prepayment shall have been expressly approved in writing by Lender; (iv) be bound liable for any security deposited under the Lease unless such security has been physically delivered to perform any work which Sub-Sublandlord is Lender; or (v) be obligated to perform hereunder, commence or complete any construction or to pay Sub-Subtenant make any contribution toward construction or installation of any other person or entity for improvements upon the same. Sub-Subtenant hereby waives all rights Mortgaged Property required under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseLease.

Attornment. All subleases entered into by Tenant will be subject to all terms and conditions of this Lease, and each sublease will specifically state this fact. If this Lease terminates for any reason, all Sublessees will recognize County as the successor to Tenant under their respective subleases, and will render performance thereunder to County as if the sublease were executed directly between County and the Sublessees; provided, however, County agrees that, upon such termination, so long as a Sublessee has entered into an approved form sublease and is not in default under its sublease, County agrees to be bound by all of the terms and conditions of each such sublease. All subleases entered into by Tenant will contain the following provision:‌ If the underlying Lease and the leasehold estate of tenant thereunder is terminated for any reason, Sublessee will attorn to the County and recognize County as lessor under this sublease; provided, however, County agrees that so long as Sublessee has entered into an approved form sublease and the Sublessee is not in default under the sublease, County agrees to be bound by all the terms and conditions of this sublease. In the event this Lease is terminated for any reason, all Sublessees will be liable to County for their payment of rents and fees and will be subject to all the provisions and terms contained in their subleases. In the event of terminationa termination of this Lease as a result of the default of Tenant hereunder, re-entry County hereby agrees that any sublease or dispossession other occupant of Sub-Sublandlord by Prime Sublandlord the Improvements now or hereafter located on the Premises shall not be disturbed so long as any such sublease or other occupant is not then in default under the Prime Sublease, Prime Sublandlord may, at its option, take over all terms of the rightapplicable sublease or other agreement after the expiration of applicable notice and cure periods. At Tenant’s request, title and interest of SubCounty hereby agrees to provide a non-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to disturbance agreement in the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject form attached hereto as Exhibit F to any counterclaim, defense such subtenant or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, occupant within five (iii5) be bound by any previous modification business days of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasewritten request therefor.

Attornment. In Lender and Tenant agree that upon the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all conveyance of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, Property by reason of the termination foreclosure of the Prime SubleaseMortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, 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 the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Transferee and the Transferee shall accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Transferee shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease with the same force and effect as if Transferee were the lessor under the Lease; provided, however, that Transferee shall not be: (a) obligated to complete any 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, (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale, (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such sums are actually received by the Transferee, (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound to make any payment to Tenant which was required under the. Lease, or otherwise, to terminate this Sub-Sublease be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or surrender possession terminating the Lease made without the Lender’s prior written consent prior to the time the Transferee succeeded to Landlord’s interest or (j) bound by any assignment of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed Lease or sublease of the Property, or any portion thereof, made prior to affect any liability that Sub-Sublandlord may have the time the Transferee succeeded to Sub-Subtenant Landlord’s interest other than if pursuant to this Sub-Subleasethe provisions of the Lease.

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all Following Termination of the rightLease and Concession Agreement (or if such Termination is disputed lawfully and in good faith by Concessionaire, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of upon a Final Decision declaring the termination of the Prime SubleaseLease and Concession Agreement valid), upon General Contractor’s receipt of notice from MDTA that Concessionaire has been or will be replaced by MDTA with one or more Persons designated by MDTA to terminate act as a replacement for Concessionaire (collectively, and to the extent it assumes the role of a replacement contractor for Concessionaire a “Replacement Concessionaire”), General Contractor will, subject to the provisions of Section 3 of this SubAgreement, attorn to and recognize any such Replacement Concessionaire as a substitute for Concessionaire under the 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 constitute sufficient reason for General Contractor to withhold its consent, and General Contractor's withholding of consent shall not be considered unreasonable in such event. General Contractor’s attornment to and recognition of any such Replacement Concessionaire shall be effective and self-Sublease operative following Termination immediately upon General Contractor’s receipt of such notice without the execution or surrender possession 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 Sub-Sublet Premises demised hereby. Nothing notice contemplated by this Section, the General Contract shall continue in full force and effect as a direct contract, in accordance with its terms (except as provided in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseAgreement) between the Replacement Concessionaire and General Contractor.

Attornment. In A. Subtenant agrees that, in the event of terminationa termination or expiration of the Ground Lease or the exercise by Ground Landlord of any of its rights thereunder to take possession of and to operate the Premises, re-entry Subtenant will attorn to and recognize Ground Landlord as its direct landlord under the Sublease for the remainder of the term thereof (including all extension periods which have been or dispossession are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease, and Subtenant hereby agrees to pay and perform all of Sub-Sublandlord the obligations of Subtenant pursuant to the Sublease. Ground Landlord agrees that, in the event of a termination or expiration of the Ground Lease or the exercise by Prime Ground Landlord of any of its rights thereunder to take possession of and to operate the Premises, Ground Landlord shall succeed to the position of Ground Tenant as sublandlord under the Sublease and recognize Subtenant as its direct tenant under the sublease for the remainder of the term thereof (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Sublease and shall perform all of the obligations of Ground Tenant as sublandlord pursuant to the Sublease, except as set forth in Section III.B below. B. Subtenant agrees that, in the event Ground Landlord succeeds to the position of sublandlord under the Sublease, Ground Landlord shall not be: 1. liable for any act or omission of any prior Sublandlord under the Prime SubleaseSublease (including, Prime Sublandlord maywithout limitation, at its option, take over all Ground Tenant); 2. liable for the return of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant any security deposit unless Ground Landlord is holding or has access to the then executory provisions of this Sub-Sublease, except same; 3. bound by any rent or additional rent which Subtenant may have prepaid for more than one (1) month under the Sublease that Prime Sublandlord shall was not (i) be liable for any previous act, omission set forth in the Sublease or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be otherwise approved in writing by Ground Landlord; 4. subject to any counterclaimoffsets, defense claims or offset not defenses which Subtenant might have against any prior Sublandlord (including, without limitation, Ground Tenant), except as expressly provided in the Sublease; 5. responsible for Sublandlord’s performance of the initial construction and delivery of the Subleased Premises, or the Premises or any portion thereof or any improvement thereof or to indemnify Subtenant for any loss resulting from a failure to timely deliver the Subleased Premises; provided that the foregoing shall not derogate from any set-off, rent credit, and termination rights of the Subtenant that are expressly set forth in this Sub-the Sublease; 6. liable to Subtenant beyond Ground Landlord’s interest in the Premises and the rents, income, receipts, revenues, issues and profits issuing from the Premises; or 7. liable for consequential damages. C. Ground Landlord will have the same remedies for the nonperformance of any agreement contained in the Sublease which theretofore accrued Ground Tenant had or would have had if the Ground Lease had not been terminated. Subject to Sub-Section III.B above, Subtenant against Sub-Sublandlordwill have the same remedies for the nonperformance of any agreement contained in the Sublease which Subtenant had or would have had if the Ground Lease had not been terminated. The limitations set forth in Section III.B above as to Ground Landlord shall not affect, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rentimpair, or (iv) be bound to perform abrogate any work which Sub-Sublandlord is obligated to perform hereunder, claims or to pay Sub-remedies that Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleaseagainst the prior Sublandlord.

Attornment. In If Lender succeeds to Landlord’s interest in the event Lease, Tenant will be bound to Lender according to the Lease for the balance of termination, re-entry or dispossession the term of Sub-Sublandlord by Prime Sublandlord the Lease and any extension of the Lease as if Lender were the Landlord under the Prime SubleaseLease, Prime Sublandlord mayand Tenant will attorn to Lender as its Landlord, at its optionimmediately upon Lender’s succeeding to the interest of Lardlord under the Lease; 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 interest of Landlord in the Lease Subject to Paragraph 4, take over all upon such attornment the rights and obligations of Tenant and Lender will be the same as they would have been if Lender had been landlord under the Lease. Notwithstanding the terms of this Paragraph 3, 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 rightNote 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, title by virtue of the authority herein and interest in the Assignment of Sub-Sublandlord under 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 (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 pay in accordance with this Sub-Sublease, Paragraph 3 any and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord all amounts due Landlord pursuant to the then executory provisions Lease to Lender or such nominee as Lender may designate in writing delivered to and received by Tenant, said Tenant being expressly relieved of this Sub-Subleaseany and all duty, except that Prime Sublandlord shall not (i) be liable for any previous act, omission liability or negligence obligation to Landlord in respect of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasepayments so made.

Attornment. In Subject to the event non-disturbance provisions set forth in Section 20.2, Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all Landlord in respect of the right, title land and interest the buildings governed by this Lease upon any foreclosure of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn any Mortgage upon such land or buildings or upon the execution of any deed in lieu of foreclosure in respect to Prime Sublandlord such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the then executory provisions terms of this SubLease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self-Subleaseoperative 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, except that Prime Sublandlord Tenant shall not (i) be liable for any previous act, omission execute and deliver an instrument or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly instruments confirming its attornment as provided for in this Subherein; provided, however, that no such Mortgagee or successor- in-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) interest shall be bound by any previous payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Sub-Sublease Lease made without the express written consent of such Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not consented 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 the extent that such sums are actually delivered by Prime Sublandlord or Landlord to Mortgagee. If Mortgagee, by any previous prepayment succeeding to the interest of more than one month’s Fixed Rent and Additional RentLandlord under this Lease, or (iv) be bound to perform any work which Sub-Sublandlord is should become obligated to perform the covenants of Landlord hereunder, or then, upon, any further transfer of Landlord’s interest by Mortgagee, all such obligations shall terminate as to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseMortgagee.

Attornment. In Upon the event written request of terminationany person or party succeeding to the interest of Landlord under this Lease, re-entry or dispossession Tenant shall automatically become the tenant of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all and attorn to such successor in interest without any change in any of the rightterms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, title and interest except payments of Sub-Sublandlord security for the performance by Tenant of Tenant's obligations under this Sub-SubleaseLease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not or (ib) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaimoffset, defense or offset not expressly provided for damages arising out of a default or any obligations of any preceding Landlord. Neither Landlord's Mortgagee nor its successor in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) interest shall be bound by any previous modification amendment of this SubLease entered into after Tenant has been given written notice of the name and address of Land1ord's Mortgagee and without the written consent of Landlord's Mortgagee or such successor in interest. The subordination, attornment and mortgagee protection clauses of this Article 16 shall be self-Sublease not consented to by Prime Sublandlord operative and no further instruments of subordination attornment or mortgagee protection need be required by any previous prepayment of more than one month’s Fixed Rent Landlord's Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor and Additional Rentwithout any compensation or consideration being payable to Tenant, or (iv) Tenant agrees to execute, have acknowledged and deliver such instruments as may be bound requested to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for confirm the same. Sub-Subtenant hereby waives 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 thee needs or requirements of any lender that is considering making or that has been made a loan secured by all rights under or any present or future laws or otherwise to elect, by reason portion of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasethee Complex.

Attornment. In If, and so long as this Lease is in full force and effect, then, subject to the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all terms of the rightapplicable SNDA: (a) this Lease shall remain in full force, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not notwithstanding (i) be liable for any previous act, omission or negligence of Sub-Sublandlord a default under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlordthe mortgage by Landlord, (ii) be subject failure of Landlord to any counterclaimcomply with this Lease, defense or offset not expressly provided for such mortgagee cures such non-compliance within the time requirements set forth in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlordthe SNDA, (iii) a defense to which Tenant might be bound by any previous modification entitled against Landlord under this Lease, subject to the duty of this Sub-Sublease not consented the mortgagee to by Prime Sublandlord remedy, cure or by any previous prepayment of more than one month’s Fixed Rent mitigate, all if and Additional Rent, to the extent provided in the SNDA or (iv) any bankruptcy or similar proceedings with respect to Landlord, if and to the extent provided in the SNDA; (b) if any such mortgagee shall become possessed of the Premises, Tenant shall be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or such mortgagee to pay Sub-Subtenant to it the rentals and other charges due hereunder and thereafter comply with all the terms of this Lease so long as all Landlord defaults have been cured as required herein, if and to the extent provided in the SNDA 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 so long as all Landlord defaults have been cured as required herein, if and to the extent provided in the SNDA. Tenant agrees that in the event Landlord is in default under this Lease, any other person mortgagee or entity 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 samepurpose 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. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to electTenant further agrees that, by reason from and after written notice from Landlord of the termination name and address of the Prime Subleaseany mortgagee or trustee, Tenant will contemporaneously deliver notice to terminate any such mortgagee or trustee of a default by Landlord under this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-SubleaseLease.

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for If any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional RentFee Mortgagee, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunderof its successors or assigns, or to pay Sub-Subtenant or any other person claiming by or entity for through any such Fee Mortgagee or by or through any foreclosure proceeding of any such Fee Mortgagee shall succeed to the same. Sub-Subtenant hereby waives rights of Landlord under this Lease, such Fee Mortgagee or other person shall accept this Lease and recognize Tenant as the holder of all rights under any present or future laws or otherwise to elect, by reason of the termination rights of Tenant hereunder, and Tenant shall attorn to and recognize such successor as ▇▇▇▇▇▇'s landlord under this Lease, and such successor and ▇▇▇▇▇▇ shall promptly execute and deliver at any time any instrument that may be reasonably necessary to evidence such acceptance and attornment. In addition, any Fee Mortgage shall provide that in the event that the Fee Mortgagee thereunder shall succeed to the rights of Landlord under this Lease pursuant to foreclosure, deed in lieu of foreclosure or other proceedings, such Fee Mortgagee shall recognize all Tenancy Agreements which were in effect immediately prior to such foreclosure or other proceedings pursuant to their terms, including any covenant of quiet enjoyment contained in such Tenancy Agreements, so long as the particular Resident is not in default beyond any applicable cure period set forth in its Tenancy Agreements. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between Tenant and such successor Landlord, upon and subject to all of the Prime Subleasethen executory terms, to terminate covenants and conditions of this Sub-Sublease or surrender possession Lease. The provisions of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 Section 7.01(b) shall be deemed to affect self-operative and no instrument of any liability that Sub-Sublandlord such attornment shall be required or needed by the holders of any such Fee Mortgage. In confirmation of any such attornment, Tenant shall, at Landlord's request or at the request of any such Fee Mortgagee, promptly execute and deliver such further instruments as may have to Sub-Subtenant pursuant to this Sub-Subleasebe reasonably required by any such Fee Mortgagee.

Attornment. In the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for If any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional RentFee Mortgagee, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunderof its successors or assigns, or to pay Sub-Subtenant or any other person claiming by or entity for through any such Fee Mortgagee or by or through any foreclosure proceeding of any such Fee Mortgagee shall succeed to the same. Sub-Subtenant hereby waives rights of Landlord under this Lease, such Fee Mortgagee or other person shall accept this Lease and recognize Tenant as the holder of all rights under any present or future laws or otherwise to elect, by reason of the termination rights of Tenant hereunder, and Tenant shall attorn to and recognize such successor as ▇▇▇▇▇▇'s landlord under this Lease, and such successor and ▇▇▇▇▇▇ shall promptly execute and deliver at any time any instrument that may be reasonably necessary to evidence such acceptance and attornment. In addition, any Fee Mortgage shall provide that in the event that the Fee Mortgagee thereunder shall succeed to the rights of Landlord under this Lease pursuant to foreclosure, deed in lieu of foreclosure or other proceedings, such Fee Mortgagee shall recognize all Tenancy Agreements which were in effect immediately prior to such foreclosure or other proceedings pursuant to their terms, including any covenant of quiet enjoyment contained in such Tenancy Agreements, so long as the particular Resident is not in default beyond any applicable cure period set forth in its Tenancy Agreements. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between Tenant and such successor ▇▇▇▇▇▇▇▇, upon and subject to all of the Prime Subleasethen executory terms, to terminate covenants and conditions of this Sub-Sublease or surrender possession Lease. The provisions of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 Section 7.01(b) shall be deemed to affect self-operative and no instrument of any liability that Sub-Sublandlord such attornment shall be required or needed by the holders of any such Fee Mortgage. In confirmation of any such attornment, Tenant shall, at Landlord's request or at the request of any such Fee Mortgagee, promptly execute and deliver such further instruments as may have to Sub-Subtenant pursuant to this Sub-Subleasebe reasonably required by any such Fee Mortgagee.

Attornment. In If this Lease is terminated prior to the event expiration of terminationits term, re-entry or dispossession then, so long as a sublessee complies with the terms and conditions set forth in its sublease, it shall attorn thereunder directly to Lessor, Lessor shall attorn to such sublessee, including recognizing the rights of Sub-Sublandlord by Prime Sublandlord any lenders under the Prime Subleasesublease, Prime Sublandlord mayand Lessor shall not disturb such sublessee, at its option, take over all in accordance with the terms of the rightpertinent sublease; provided, title however, that: (a) Lessor's obligations thereunder shall be no greater and its rights no less than those set forth in this Lease; (b) No sublessee shall be required to make any payment to Lessor unless and until such sublessee shall have received written notice from Lessor of the termination of this Lease and direction that payments and performance thereafter be made directly to Lessor. Thereafter, upon such sublessee's timely payment or performance to Lessor, Lessor shall not be entitled to claim a default for not having received any corresponding payment or performance from Lessee. If a sublessee, however, receives conflicting written notices demanding payment or performance from Lessor and Lessee, such sublessee shall have the right to interplead such payment and/or other matters in any court of competent jurisdiction, in which event such sublessee shall not be deemed in default. Payment or performance when and as ordered by such court shall constitute full performance. So long as a sublessee has made payment for performance to Lessor or interpleaded such matters and is not subject to termination for default of the pertinent sublease, Lessor shall not join that sublessee as a party defendant in any action or proceeding or take any other action for the purpose of terminating sublessee's interest and estate because of Sub-Sublandlord any default under or termination of this Sub-SubleaseLease. Moreover, notwithstanding the termination of this Lease, so long as Lessee has complied with the requirements hereof relating to subleases, Lessor shall recognize any and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord all subleases entered into pursuant to the then terms hereof and any executory provisions of this Sub-Subleasecontracts to sublease pursuant to the terms hereof; provided, except however, that Prime Sublandlord any and all benefits which would thereafter accrue to Lessee under the sublease shall belong to Lessor; (c) Lessor shall not (i) be liable for any previous act, act or omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, any prior lessor (iiincluding Lessee); (d) Lessor shall not be subject to any counterclaim, defense offsets or offset defenses which the sublessee may have against any prior lessor (including Lessee); (e) Lessor shall not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification payment in respect of this Sub-Sublease not consented to by Prime Sublandlord rent, common area expenses, or by any previous prepayment of other additional charges, as described in the sublease, which the sublessee might have paid for more than one month’s Fixed Rent and Additional Rent, or rental period in advance to any prior lessor (ivincluding Lessee); (f) Lessor shall not be bound by any agreement or modification of the sublease made without the written consent of Lessor; (g) Lessor shall not be bound by any provision set forth in the sublease requiring the sublessor to perform indemnify or hold the sublessee harmless; (h) Lessor shall not be bound by any work which Sub-Sublandlord is obligated covenant to perform hereunder, undertake or to pay Sub-Subtenant complete any construction of the Parcel or Premises or any other person or entity for portion thereof; and (i) Lessor shall not be bound by any obligation to make any payment to the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasesublessee.

Attornment. All subleases entered into by Tenant will be subject to all terms and conditions of this Lease, and each sublease will specifically state this fact. If this Lease terminates for any reason, all Sublessees will recognize County as the successor to Tenant under their respective subleases, and will render performance thereunder to County as if the sublease were executed directly between County and the Sublessees; provided, however, County agrees that, upon such termination, so long as a Sublessee has entered into an approved form sublease and is not in default under its sublease, County agrees to be bound by all of the terms and conditions of each such sublease. All subleases entered into by Tenant will contain the following provision:‌ If the underlying Lease and the leasehold estate of tenant thereunder is terminated for any reason, sublessee will attorn to the County and recognize County as lessor under this sublease; provided, however, County agrees that so long as sublessee has entered into an approved form sublease and the sublessee is not in default under the sublease, County agrees to be bound by all the terms and conditions of this sublease. In the event this Lease is terminated for any reason, all Sublessees will be liable to County for their payment of rents and fees and will be subject to all the provisions and terms contained in their subleases. In the event of terminationa termination of this Lease as a result of the default of Tenant hereunder, re-entry County hereby agrees that any sublease or dispossession other occupant of Sub-Sublandlord by Prime Sublandlord the Improvements now or hereafter located on the Premises shall not be disturbed so long as any such sublease or other occupant is not then in default under the Prime Sublease, Prime Sublandlord may, at its option, take over all terms of the rightapplicable sublease or other agreement after the expiration of applicable notice and cure periods. At Tenant’s request, title and interest of SubCounty hereby agrees to provide a non-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to disturbance agreement in the then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject form attached hereto as Exhibit F to any counterclaim, defense such subtenant or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, occupant within five (iii5) be bound by any previous modification business days of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasewritten request therefor.

Attornment. In If Ground Lessor terminates the event of terminationGround Lease, re-entry and the conditions set forth in Section 2 above have been met at the time Ground Lessor terminates the Ground Lease, the Lease shall not be terminated or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over affected thereby but shall continue in full force and effect as a direct lease between Ground Lessor and Tenant upon all of the rightterms, title covenants and interest of Sub-Sublandlord under this Sub-Subleaseconditions set forth in the Lease and in that event, and Sub-Subtenant shall, at Prime Sublandlord’s option, Tenant agrees to attorn to Prime Sublandlord pursuant to the then executory provisions Ground Lessor and Ground Lessor by virtue of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, by reason of the such termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 Ground Lease shall be deemed to affect have agreed to accept such attornment, provided, however, that if Ground Lessor is not in an affiliate of Landlord, Ground Lessor shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a "Prior Landlord") to perform any obligations of Prior Landlord under the Lease which have accrued prior to the date on which Ground Lessor shall terminate the Ground Lease, however, nothing contained herein shall excuse Ground Lessor from its obligations to remedy a continuing problem that existed prior to the time it terminated the Ground lease; (b) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Ground Lessor, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless such sums are actually received by Ground Lessor. In the event that any liability that Sub-Sublandlord may have to Sub-Subtenant of Ground Lessor does arise pursuant to this Sub-SubleaseAgreement or the Lease, such liability shall be limited and restricted to Ground Lessor's interest (such interest to include rental income, proceeds from sale, and insurance and condemnation proceeds received because of damage or destruction or condemnation to or of the Property) in the Property and shall in no event exceed such interest.

Attornment. In Unless the event Lease is terminated in accordance with Paragraph 1, if the interests of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord the lessor under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions of this Sub-Sublease, except that Prime Sublandlord Lease shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Rent and Additional Rent, or (iv) be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any present or future laws or otherwise to elect, transferred by reason of the termination exercise of the Prime Subleasepower of sale contained in the Security Deed (if applicable), to terminate this Sub-Sublease or surrender by any foreclosure or other proceeding for enforcement of the Security Deed, or by deed in lieu of foreclosure or such other proceeding, or if Lender takes possession of the Sub-Sublet Premises demised herebyProperty pursuant to any provisions of the Security Deed or the Assignment of Leases, the lessee thereunder shall be bound to the Purchaser or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof 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 Purchaser or Lender were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Lender if it takes possession of the Property, as its lessor under the Lease. Nothing Purchaser, and Lender if it takes possession of the Property, hereby further agree that it will accept such attornment and, subject to the provisions of this Agreement including, without limitation, the provisions of paragraph 1 hereinabove, as of the date of such purchase or possession and for any obligations of Landlord that arise under the Lease from and after such date, it will assume and perform (but only while the owner or in possession of the Property) all of Landlord's obligations under the Lease and be bound to Tenant under the provisions of the Lease for the balance of the term thereof 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 Purchaser or Lender were the Landlord under the Lease, except as otherwise provided in this Article 12 Agreement. Such attornment shall be deemed effective and self-operative without the execution of any further instruments upon the succession by Purchaser to affect the interest of the lessor under the Lease or the ▇▇▇▇▇▇ ▇f possession of the Property by Lender. Nevertheless, Tenant shall, from time to time, execute ▇▇▇ ▇eliver such instruments evidencing such attornment as Purchaser or Lender may require in forms reasonably acceptable to Lender and Tenant. The respective rights and obligations of Purchaser, Lender and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasesuch extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided in Paragraph 1.

Attornment. In To induce Prime Landlord to consent to this Sublease, Subtenant agrees that if Prime Landlord shall recover or come into possession of the event Premises before the expiration of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Lease, Prime Landlord shall have the right to take over this Sublease and to have it become a direct lease with Prime Landlord on the terms set forth in the Sublease Consent in which case Prime Landlord shall succeed to all the rights of Sublandlord hereunder. This Sublease shall be subject to the condition that, notwithstanding anything to the contrary in this Sublease, from and after the termination of the Prime Sublandlord mayLease, Subtenant shall waive any right to terminate this Sublease and, at Prime Landlord’s election, Subtenant shall be bound to Prime Landlord for the balance of the term hereof and shall attorn to and recognize Prime Landlord, as its optionsublandlord, take over under all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s option, attorn to Prime Sublandlord pursuant to the then executory provisions terms of this Sub-Sublease, except that Prime Sublandlord Landlord shall not (i) be liable for any previous act, omission omission, or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any counterclaim, defense or offset not expressly provided for in or incorporated into this Sub-Sublease Sublease, which theretofore accrued to Sub-Subtenant against Sub-SublandlordSubtenant, (iii) be bound by any previous modification or amendment of this Sub-Sublease not consented to by Prime Sublandlord or by any previous prepayment of more than one month’s Fixed Base Rent and Additional RentRent which shall be payable as provided in this Sublease, unless such modification or prepayment shall have been approved in writing by Prime Landlord or (iv) be bound obligated to perform any repairs or other work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for in the same. Sub-Subtenant hereby waives all rights Premises beyond Prime Landlord’s obligations under any present or future laws or otherwise to elect, by reason of the termination of the Prime Sublease, Lease. Subtenant shall execute and deliver to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised herebyPrime Landlord any instruments Prime Landlord may reasonably request to evidence and confirm such attornment. Nothing in this Article 12 Subtenant shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Sub-Subleasegiven a waiver of subrogation of the type provided for in the Prime Lease.