Common use of Attornment Clause in Contracts

Attornment. Notwithstanding anything to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the 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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be 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 the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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.

Attornment. Notwithstanding anything to Unless the contrary Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity Mortgage (“New Owner”) byif applicable), or in-lieu of judicial by any foreclosure or non-judicial foreclosure other proceeding for enforcement of the Mortgage, Tenant agreesor by deed in lieu of foreclosure or such other proceeding, for or if Agent takes possession of the 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 rental payments required to be made by Tenant Property pursuant to any provisions of the terms Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the remainder balance of the Lease term; (b) Tenant shall term thereof and any extensions or renewals thereof which may be bound to New Owner effected in accordance with all any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner Property, as its landlord, such lessor under the Lease. Such attornment to shall be effective and self-operative without the execution of any further instrument; instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent 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 such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (d) New Owner an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be liable made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for any default the recovery by Agent of any prior landlord rent at any time owing by Tenant under the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title whether pursuant to the leased premises and New Owner fails assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to cure same after receiving notice thereof; (e) New Owner enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be subject to construed in any offsets or defenses which Tenant may have against manner that would prevent Agent from (i) carrying out any prior landlord nonjudicial foreclosure proceeding under the LeaseMortgage, including, without limitation, Owner, except where such offsets or defenses arise out (ii) obtaining the appointment of a default of receiver for the prior landlord which is continuing at the time New Owner acquires title to the leased premises Property as and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising when permitted under the Lease following any subsequent transfer of the title to the leased premises by New Ownerapplicable law.

Attornment. Notwithstanding anything to In the contrary contained in the Lease, should title to the leased premises and the landlordevent of (a) a transfer of Landlord’s interest in the Lease be transferred to Lender Leased Premises, (b) the termination of any ground or any other person underlying lease of the Building or entity (“New Owner”) bythe land on which it is constructed, or in-both, or (c) the purchase of the Building or Landlord’s interest therein in a foreclosure sale or by deed in lieu of judicial foreclosure under any Mortgage or non-judicial foreclosure pursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, upon demand by the owner of the MortgageBuilding or the land on which it is constructed, Tenant agreesor both, for attorn to and recognize the benefit transferee or purchaser of New Owner and effective immediately and automatically upon Landlord’s interest or the occurrence of any such transferlessor under the terminated ground or underlying lease, that: (a) Tenant shall pay to New Owner all rental payments required to be made by Tenant pursuant to as the terms of the case may be, as Landlord under this Lease for the remainder balance then remaining of the Term, and thereafter this Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner continue as its landlorda direct lease between such person, as “Landlord,” and Tenant, as “Tenant,” except that such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner lessor, transferee or purchaser shall not be liable for any default act or omission of any Landlord prior landlord under the Leaseto such lease termination or prior to such person’s succession to title, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not nor be subject to any offsets offset, defense or defenses which counterclaim accruing price to such lease termination or prior to such person’s succession to title, nor be bound by any payment of Basic Rent or Additional Charges prior to such lease termination or prior to such person’s succession to title for more than one (1) month in advance. Tenant may have against any prior landlord shall, upon request by Landlord or the transferee or purchaser of Landlord’s interest or the lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease, includingor the obligations of Tenant hereunder, without limitation, Owner, except where such offsets upon or defenses arise out of as a default result of the prior landlord which is continuing at termination of any such ground or underlying lease or the time New Owner acquires title to the leased premises completion of any such foreclosure and New Owner fails to cure same after receiving notice thereof; and (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 Ownersale.

Attornment. Notwithstanding anything In the event of foreclosure of the Mortgage or conveyance in lieu of foreclosure, which foreclosure or conveyance occurs prior to the contrary contained in expiration date of the term of the Lease, should title including any extensions and renewals of such term now provided thereunder, Tenant shall, at the election of the Acquiring Party, either: (i) attorn to and recognize the leased premises Acquiring Party as the new landlord under the Lease, which Lease shall thereupon become a direct lease between Tenant and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the 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 Acquiring Party for the remainder of the Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions term of the Lease (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Lease (subject to the terms of this Agreement); or (ii) if the Lease is terminated as a result of rejection in a bankruptcy or similar proceeding, then upon receiving the written request of the Acquiring Party, Tenant shall enter into a new lease of the Demised Premises with the Acquiring Party (a “New Lease”), which New Lease shall be upon the same terms, covenants and conditions as are set forth in the Lease (subject to the terms of this Agreement) for the remainder of the term of the Lease term; (cincluding all extension periods which have been or are hereafter exercised). In either such event described in the preceding clauses (i) Tenant hereby attorns to New Owner as its landlord, such attornment to be effective or (ii) of this Section 3 and self-operative without the execution of any further instrument; (d) New Owner shall not be 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 the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising Tenant’s express rights under the Lease following any subsequent transfer and the terms of this Agreement, Tenant hereby agrees to pay and perform all of the title obligations of Tenant pursuant to the leased premises by Lease (or the New OwnerLease, as applicable) for the benefit of the Acquiring Party. Tenant’s only rights to terminate the Lease are described in Sections 14.2 and 14.4 of the Lease. For all purposes of this Agreement, the word “Lease” shall be deemed to mean the Lease or any such New Lease, as applicable.

Attornment. Notwithstanding anything to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, . for the benefit of New Owner and effective immediately and automatically upon the 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 Lease term; (bh) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be 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 the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, . including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f1) 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.

Attornment. Notwithstanding anything If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure (other than with respect to a default of a continuing nature) of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the contrary contained date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except for those that are specifically provided for in the Lease, should title (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the leased premises time Purchaser succeeded to Landlord’s interest (provided, however, Purchaser’s consent is not required for a termination of the Lease exercised pursuant to the original terms of the Lease) or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and the landlordrestricted to Purchaser’s interest in the Lease be transferred to Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or any other person its successors or entity (“New Owner”) byassigns, or in-lieu of judicial or non-judicial foreclosure Tenant shall enter into a new lease of the Mortgage, Tenant agrees, Premises with Lender or such successor or assign for the benefit then remaining term 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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior landlord under the Lease, including, upon the same terms and conditions as contained in the Lease (including without limitation, Ownerlimitation any renewal options), except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Owneras otherwise specifically provided in this Agreement.

Attornment. Notwithstanding anything Each New Real Property Lease entered into from and after the Closing Date shall, unless otherwise consented to by the Administrative Agent in its commercially reasonable discretion (which consent shall not be unreasonably withheld, delayed or conditioned), provide that in the event of the enforcement by the Administrative Agent of any remedy under this Agreement or the Mortgages, the Tenant under such Real Property Lease shall, at the option of the Administrative Agent or of any other Person succeeding to the contrary contained interest of the Administrative Agent as a result of such enforcement, attorn to the Administrative Agent or to such Person and shall recognize the Administrative Agent or such successor in the Lease, should title to the leased premises and the landlord’s interest as lessor under such Real Property Lease without change in the Lease be transferred to Lender provisions thereof; provided, however, the Administrative Agent or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the 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 Lease term; (b) Tenant shall be bound to New Owner successor in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default of by the Borrower or any prior landlord Restricted Subsidiary under any such Real Property Lease (but the LeaseAdministrative Agent, includingor such successor, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to the continuing obligations of the landlord to the extent arising from and after such succession to the extent of the Administrative Agent’s, or such successor’s, interest in the applicable Mortgaged Property), (iii) any offsets credits, claims, setoffs or defenses which any Tenant may have against the Borrower or any prior landlord under Restricted Subsidiary, (iv) any obligation on the part of the Borrower or any Restricted Subsidiary, pursuant to such Real Property Lease, includingto perform any tenant improvement work, without limitation, Owner, except where such offsets or defenses arise out of a default (v) any obligation on the part of the prior landlord which is continuing at the time New Owner acquires title Borrower or any Restricted Subsidiary, pursuant to such Real Property Lease, to pay any sum of money to any Tenant but only to the leased premises and extent that the Administrative Agent or such successor in interest is not in receipt of any such funds provided for the purpose of covering (i) through (v) above. In addition, each such New Owner fails Real Property Lease shall, unless otherwise PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. consented to cure same after receiving notice thereof; and by the Administrative Agent in its commercially reasonable discretion (f) New Owner which consent shall not be liable for any obligations of landlord arising under unreasonably withheld, delayed or conditioned), provide that, upon the Lease following any subsequent transfer of reasonable request by the title to Administrative Agent or such successor in interest, the leased premises by New OwnerTenant shall execute and deliver an instrument or instruments confirming such attornment.

Attornment. Notwithstanding anything to If the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the interests of Landlord under this Lease shall be transferred to Lender voluntarily or by reason of foreclosure or other proceedings for enforcement of any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of mortgage on the MortgageLeased Premises, Tenant agreesshall, for at the benefit election of New Owner and effective immediately and automatically upon the occurrence of any such transfertransferee, 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 Lease term; (b) Tenant shall be bound to New Owner 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 all of the terms and provisions of hereof, with the Lease for same force and effect as if the remainder of Purchaser were Landlord under this Lease, and Tenant does hereby agree to attorn to the Lease term; (c) Tenant hereby attorns to New Owner Purchaser, including the mortgagee under any such mortgage if it be the Purchaser, as its landlord, such said attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior landlord under instruments, upon the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title Purchaser succeeding to the leased premises 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 New Owner fails obligations of Tenant and the Purchaser upon such attornment, to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default extent of the prior landlord which is continuing at then remaining balance of the time New Owner acquires title 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 such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to the leased premises Tenant under this Lease or otherwise and New Owner fails Landlord’s successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any Tenant in respect to all obligations of landlord arising Landlord under this Lease accruing from and after the Lease following any subsequent transfer date of the title to the leased premises by New Ownersuch transfer.

Attornment. Notwithstanding anything to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease If all or any Portion of Landlord's interests hereunder shall be transferred to Lender voluntarily or by reason of foreclosure or other proceedings for enforcement of any mortgage or other form of lien or financing on the Building or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgagepart thereof, Tenant agreesshall, for at the benefit option of New Owner and effective immediately and automatically upon the occurrence of any such transfersaid transferee, 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 Lease term; (b) Tenant shall be bound to New Owner such transferee ("Purchaser") for the balance of the term hereof remaining, and any extensions or renewals hereof which may be effected in accordance with all the terms and provisions hereof with the same force and effect as if the Purchaser were the Landlord under this Lease, and Tenant does hereby agree, at the option of Purchaser, to attorn to the provisions of Purchaser, including the Lease for mortgagee under any such mortgage if it be the remainder of the Lease term; (c) Tenant hereby attorns to New Owner Purchaser as its landlordLandlord, such said attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner instruments upon the Purchaser succeeding to the interest of Landlord under this Lease. 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 extensions and renewals hereof, shall not be and are the same as those set forth herein. In the event of such transfer of Landlord's interests, Landlord shall be released and relieved from all liability and responsibility thereafter to Tenant under this Lease or otherwise and Landlord's successor shall become liable for any default and responsible to Tenant in respect to all obligations of any prior landlord Landlord under this Lease accruing from and after the Leasedate of such transfer, including, without limitation, Ownerthe retention, except where such default is continuing at the time New Owner acquires title to the leased premises disbursement and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to return of any offsets or defenses which Tenant may have against any prior landlord under the Leaseand all security deposits and advance rent, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Ownerif any.

Attornment. Notwithstanding anything to the contrary contained in the Lease, should title to the leased premises and the landlordTenant agrees that upon any termination of Landlord’s interest in the Lease be transferred Premises, Tenant shall, upon request, attorn to Lender or any other the person or entity organization then holding title to the reversion of the Premises (the “New OwnerSuccessor”) byand to all subsequent Successors, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay to New Owner the Successor all rental payments of the rents and other monies required to be made paid by Tenant pursuant to the terms of the Lease for the remainder of the Lease term; (b) Tenant shall be bound to New Owner in accordance with hereunder and perform all of the other terms, covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall so request from such Successor in writing, such Successor shall execute and deliver to Tenant an instrument wherein such Successor agrees that as long as Tenant performs all of the terms, covenants and conditions of this Lease, on Tenant’s part to be performed, Tenant’s possession under the provisions of the this 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for disturbed by such Successor. In the event that the Mortgagee succeeds to the interest of Landlord hereunder and is advised by its counsel that all or any default portion of the Annual Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any prior landlord under time, from time to time, to notify Tenant in writing of the required changes to the Lease. Tenant shall execute all documents necessary to effect any such amendment within ten (10) days after written request from Mortgagee, includingas landlord, without limitation, Owner, except where provided that in no event shall such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets amendment increase Tenant’s payment obligations or defenses which Tenant may have against any prior landlord other liability under the Lease, including, without limitation, Owner, except where such offsets this Lease or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any reduce Landlord’s obligations of landlord arising under the Lease following any subsequent transfer of the title to the leased premises by New Ownerhereunder.

Attornment. Notwithstanding anything Tenant agrees to attorn to and recognize as its landlord under the contrary contained in the Lease, should Lease each party acquiring legal title to the leased premises and Property by foreclosure (whether judicial or nonjudicial) of the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) bySecurity Instrument, or deed-in-lieu of judicial foreclosure, or non-judicial foreclosure other sale in connection with enforcement of the Mortgage, Tenant agrees, for Security Instrument or otherwise in satisfaction of the benefit of New Loan ("Successor Owner"). In no event will any Successor Owner and effective immediately and automatically upon the occurrence of any such transfer, thatbe: (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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default default, act or omission of any prior landlord under the Lease, includingprovided that the foregoing shall not limit Successor Owner's obligations under the Lease to correct any conditions of a continuing nature that (x) existed as of the date Successor Owner became the owner of the Property, without limitation, and (y) violate Successor Owner, except where such default is continuing at 's obligations as landlord under the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereofLease; (eb) New Owner shall not be subject to any offsets offset or defenses defense which Tenant may have against any prior landlord under the Lease; (c) bound by any payment of rent or additional rent (other than first month’s rent) made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or supplement to the Lease, includingor waiver of Lease terms, made without limitation, OwnerAgent's written consent thereto, except where such offsets for: (i) any amendment or defenses arise out of a default modification of the prior landlord which Lease that is continuing at provided for or contemplated in the time New Owner acquires title Lease in connection with Tenant's exercise of any renewal or extension rights with respect to the leased premises term, including any provision thereof that sets rental amounts or other economic terms for the extension term, so long as such rental amounts or other economic terms are specified in the Lease, or determined pursuant to appraisal or arbitration procedures set forth in the Lease (and New Owner fails provided that any rental amounts and other economic terms for the extension term that are voluntarily agreed-to cure same after receiving notice thereofbetween Landlord and Tenant are subject to Agent's approval rights set forth below in this Section 3), and so long as such amendment or modification is otherwise consistent with the terms of such renewal or extension rights; (ii) writings that establish the Lease Commencement Date (as that term is defined in the Lease); (iii) documentation confirming approvals or consents in accordance with the Lease and this Agreement (such as consents to subleases or assignments); and (fiv) New Owner shall not be execution of estoppel certificates; or (e) liable for the return of any obligations of landlord arising security deposit or other prepaid charge paid by Tenant under the Lease following any subsequent transfer of the title Lease, except to the leased premises extent such amounts were actually received by New Agent. Although the foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Agent or any Successor Owner such further instruments as Agent or a Successor Owner may from time to time reasonably request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall be limited to Successor Owner's interest in the Property.

Attornment. Notwithstanding anything to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to If Lender or any other person or entity (“New Owner”) by, or in-lieu subsequent purchaser of judicial or non-judicial the Property shall become the owner of the Property by reason of the foreclosure of the MortgageSecurity Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease. In the event that purchaser becomes the owner of the Property, Tenant agrees, for agrees to attorn to Purchaser provided that Purchaser recognizes all of Tenant’s rights and privileges under the benefit Lease and Purchaser by virtue 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 acquisition of the Lease for the remainder of the Lease term; (b) Tenant Property shall be deemed to have agreed to accept such attornment and shall be bound to New Owner in accordance with under all of the provisions terms, covenants and conditions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its landlordLease, such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner provided, however, that Purchaser shall not be (i) liable for any default the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property (other than to cure defaults of a continuing nature of which Lender receives notice), (ii) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property (except that Purchaser shall be bound of which Lender receives notice by such offsets, defenses, abatements or counterclaims that arise from a default of Prior Landlord which continue after the time Purchaser acquires title to the Property), (iii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums or instrument are actually received by Purchaser or a credit is given to Purchaser therefor, (iv) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (v) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, includingmade without Lender’s, without limitationor after the acquisition of the Property, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner Purchaser’s prior written consent which shall not be subject unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall be under no obligation to pay any offsets rents to Purchaser until Tenant receives written notice from Prior Landlord or defenses which Tenant may have against any prior landlord Lender that Purchaser has succeeded to the interest of the Prior Landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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.

Attornment. Notwithstanding anything If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the contrary contained date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except for those that are specifically provided for in the Lease, should title (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser, (e) unless set forth in any instrument or document provided to Lender prior to Lender’s execution hereof, bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the leased premises time Purchaser succeeded to Landlord’s interest (provided, however, Purchaser’s consent is not required for a termination of the Lease exercised pursuant to the original terms of the Lease) or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and the landlordrestricted to Purchaser’s interest in the Lease be transferred to Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or any other person its successors or entity (“New Owner”) byassigns, or in-lieu of judicial or non-judicial foreclosure Tenant shall enter into a new lease of the Mortgage, Tenant agrees, Premises with Lender or such successor or assign for the benefit then remaining term 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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior landlord under the Lease, including, upon the same terms and conditions as contained in the Lease (including without limitation, Ownerlimitation any renewal options), except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Owneras otherwise specifically provided in this Agreement.

Attornment. Notwithstanding anything If the holder of any ground lease, mortgage, deed of trust or security described above (or its successor-in-interest), enforces its remedies provided by law or under the pertinent mortgage, deed of trust or security instrument and succeeds to the contrary contained in the Lease, should title to the leased premises and the landlordLandlord’s interest in the Lease be transferred Leased Premises, Tenant shall, upon request of any person succeeding to Lender or any other person or entity (“New Owner”) bythe interest of such lender as result of such enforcement, or attorn to and recognize as its landlord and become the Tenant of said successor-in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay to New Owner all rental payments required to be made by Tenant pursuant to interest without change in the terms of the Lease for the remainder of the Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the or other provisions of the this 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-operative or without the execution of any further instrument; (d) New Owner instrument by Tenant, provided, however, that said successor-in-interest shall not be (i) bound by any payment of rent for more than thirty (30) days in advance, except prepayment in the nature of security for the performance by Tenant of its obligations under this Lease, (ii) liable for any default act or omission of any prior previous landlord under the Lease(including Landlord), including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails provided that as successor landlord it shall be obligated to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a continuing default of the prior landlord of which is continuing at the time New Owner acquires title to the leased premises it has received prior written notice and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations acts or omissions accruing or arising after such successor’s succession to the position of landlord arising under the Lease following any subsequent transfer and commencement of control and management of the title Property, (iii) subject to the leased premises any offset, defense, recoupment or counterclaim that Tenant may have given to any previous landlord (including Landlord), or (iv) liable for any deposit that Tenant may have given to any previous landlord (including Landlord) that has not, as such, been transferred to said successor-in-interest. Within ten (10) days after receipt of request by New Ownersaid successor-in-interest, Tenant shall execute and deliver an instrument or instruments confirming such attornment, including a non-disturbance, attornment and subordination agreement in a form required by any such successor-in-interest.

Attornment. Notwithstanding anything to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to If Lender or any other person or entity (“New Owner”) by, or in-lieu subsequent purchaser of judicial or non-judicial the Property shall become the owner of the Property by reason of the foreclosure of the MortgageSecurity Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as "Purchaser"), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agreesagrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transferprovided, that: however, that Purchaser shall not be (a) Tenant liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a "Prior Landlord") to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall pay become the owner of the Property, provided that the foregoing shall not limit Purchaser's obligations under the Lease to New Owner correct any conditions that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser's obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to cure the same, all rental payments required to be made by Tenant pursuant to the terms and conditions of the Lease for the remainder of the Lease term; Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall be bound become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to New Owner any Prior Landlord in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its landlordunless such sums are actually received by Purchaser, such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall not be liable for have been expressly approved of by Purchaser or (e) bound by any default agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any prior landlord voluntary surrender of the premises demised under the Lease, including, made without limitation, Owner, except where such default is continuing at Lender's or Purchaser's prior written consent prior to the time New Owner acquires title Purchaser succeeded to Landlord's interest. In the leased premises event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and New Owner fails restricted to cure same after receiving notice thereof; (e) New Owner Purchaser's interest in the Property and shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where in no event exceed such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Ownerinterest.

Attornment. Notwithstanding anything Tenant agrees to attorn to and recognize as its landlord under the contrary contained in the Lease, should Lease each party acquiring legal title to the leased premises and Property by foreclosure (whether judicial or nonjudicial) of the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) bySecurity Instrument, or deed-in-lieu of judicial foreclosure, or non-judicial foreclosure other sale in connection with enforcement of the MortgageSecurity Instrument or otherwise in satisfaction of the 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, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Successor Owner and Tenant upon all of the terms, covenants and conditions set forth in the Lease and Successor Owner shall assume and be bound to Tenant to perform the obligations of Landlord under the Lease, and in that event, Tenant agrees, for the benefit of New agrees to attorn to Successor Owner and effective immediately Successor Owner by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment. Successor Owner shall perform all obligations of the landlord under the Lease arising from and automatically upon after the occurrence of date title to the Property is transferred to Successor Owner. In no event, however, will any such transfer, thatSuccessor Owner be: (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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default default, act or omission of any prior landlord under the Lease, including, without limitation, Owner, Lease except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; that (ei) New 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 the same, from and after the date title to the Property is transferred to Successor Owner, would constitute a continuing default under this Lease; (b) subject to any offsets offset or defenses defense which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where Lease unless such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New sums are actually received by Successor Owner acquires title to the leased premises (it being understood and New Owner fails to cure same after receiving notice thereof; and (f) New agreed that Successor Owner shall not be liable for subject to any obligations of landlord offsets, defenses, abatements or counterclaims first arising under the Lease following any subsequent transfer from and after the date of such acquisition of the title Property by Successor Owner); (c) bound by any payment of rent or additional rent made by Tenant to Landlord more than 30 days in advance unless such sums are actually received by Successor Owner; (d) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material terms of the Lease, made without Lender’s prior written consent prior to the leased premises time Successor Owner succeeded to Landlord’s interest or (e) liable for the return of any security deposit or other prepaid charge paid by New Tenant under the Lease, except to the extent such amounts were actually received by Successor Owner. Although the foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement; provided, however, that no such instrument shall increase Tenant’s liability or obligations or decrease Tenant’s rights under this Agreement or the Lease (as modified hereby) other than in de minimis respects. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall be limited to Successor Owner’s interest in the Property.

Attornment. Notwithstanding anything Each New Sublease entered into from and after the date hereof shall provide that, (a) in the event of a termination of the Master Lease the Tenant under such Sublease shall attorn to Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) and shall recognize Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) as lessor under such Sublease without change in the provisions thereof and (b) in the event, following any termination of the Master Lease, of the enforcement by Lender of any remedy under this Agreement or the Security Instrument, the Tenant under such Lease shall, at the option of Lender or of any other Person succeeding to the contrary contained in the Leaseinterest of Lender as landlord under such Lease as a result of such enforcement, should title to the leased premises and the landlord’s interest in the Lease be transferred attorn to Lender or any other person to such Person and shall recognize Lender or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of such successor in the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any interest as lessor under 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 Lease term; (b) Tenant shall be bound to New Owner without change in accordance with all of the provisions of the Lease for the remainder of the Lease termthereof; (c) Tenant hereby attorns to New Owner as its landlordprovided, however, Lender or such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) or Master Lessee, as applicable, under any prior landlord under the such Lease, including(iii) any credits, without limitationclaims, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets setoffs or defenses which any Tenant may have against Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) or Master Lessee, as applicable, (iv) any prior landlord under obligation on the part of Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) or Master Lessee, as applicable, pursuant to such Lease, including, without limitation, Owner, except where such offsets to perform any tenant improvement work or defenses arise out (v) any obligation on the part of a default Borrower (or in the case of the prior landlord which is continuing at Maryland Property, Maryland Loan Guarantor) or Master Lessee, as applicable, pursuant to such Lease, to pay any sum of money to any Tenant. Each such New Sublease shall also provide that, upon the time New Owner acquires title to reasonable request by Lender or such successor in interest, the leased premises Tenant shall execute and New Owner fails to cure same after receiving notice thereof; and (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 Ownerdeliver an instrument or instruments confirming such attornment.

Attornment. Notwithstanding anything In the event of foreclosure of the Mortgage or conveyance in lieu of foreclosure, which foreclosure or conveyance occurs prior to the contrary contained in expiration date of the term of the Lease, should title including any extensions and renewals of such term now provided thereunder, Tenant shall, at the election of the Acquiring Party, either: (i) attorn to and recognize the leased premises Acquiring Party as the new landlord under the Lease, which Lease shall thereupon become a direct lease between Tenant and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the 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 Acquiring Party for the remainder of the Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions term of the Lease for (including all extension periods which have been or are hereafter exercised) upon the remainder same terms and conditions as are set forth in the Lease (subject to the terms of this Agreement); or (ii) if any Landlord default under the Lease is not susceptible to cure and results in the termination of the Lease, or the Lease term; (c) Tenant hereby attorns to New Owner as its landlord, such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be liable is terminated for any default of any prior landlord under the Leaseother reason, including, without limitation, Owneras a result of rejection in a bankruptcy or similar proceeding, except where such default is continuing at then upon receiving the time written request of the Acquiring Party, Tenant shall enter into a new lease of the Demised Premises with the Acquiring Party (a “New Owner acquires title Lease”), which New Lease shall be upon substantially the same terms, covenants and conditions as are set forth in the Lease (subject to the leased premises and New Owner fails terms of this Agreement) for the remainder of the term of the Lease (including all extension periods which have been or are hereafter exercised). Nothing in this Section 3 shall be deemed to cure same after receiving notice thereof; (e) New Owner shall not be subject to constitute a limitation or waiver of any offsets rights or defenses which remedies of Tenant may have against any prior landlord under the Lease, includingsubject to the limitations set forth in Section 4 below. In either such event described in the preceding clauses (i) or (ii) of this Section 3, without limitation, Owner, except where such offsets or defenses arise out of a default Tenant hereby agrees to pay and perform all of the prior landlord which is continuing at the time New Owner acquires title obligations of Tenant pursuant to the leased premises and Lease (or the New Owner fails Lease, as applicable) for the benefit of the Acquiring Party. For all purposes of this Agreement, the word “Lease” shall be deemed to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising under mean the Lease following or any subsequent transfer of the title to the leased premises by such New OwnerLease, as applicable.

Attornment. Notwithstanding anything to In the contrary contained in the Lease, should title to the leased premises and the landlord’s event of (i) a transfer of Landlord's interest in the Lease be transferred to Lender Premises, (ii) the termination of any ground or any other person underlying lease of the Building or entity (“New Owner”) bythe land on which it is constructed, or in-both, or (iii) the purchase of the Building or Landlord's interest therein in a foreclosure sale or by deed in lieu of judicial foreclosure under any Mortgage or non-judicial foreclosure pursuant to a power of the sale contained in any Mortgage, then in any of such events Tenant agreesshall, for at the benefit request of New Owner Landlord or Landlord's successor in interest, attorn to and effective immediately and automatically upon recognize the occurrence transferee or purchaser of any such transferLandlord's interest or the lessor under the terminated ground or underlying lease, that: (a) Tenant shall pay to New Owner all rental payments required to be made by Tenant pursuant to as the terms of the case may be, as Landlord under this Lease for the remainder balance then remaining of the Term, and thereafter this Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner continue as its landlorda direct lease between such lessor, transferee or purchaser, as "Landlord," and Tenant, as "Tenant," except that such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner lessor, transferee or purchaser shall not be liable for any default act or omission of any Landlord prior landlord under the Leaseto such lease termination or prior to its succession to title, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not nor be subject to any offsets offset, defense or defenses which counterclaim accruing prior to such lease termination or prior to such succession to title, nor be bound by any payment of Base Rent or Additional Rent prior to such lease termination or prior to such succession to title for more than one month in advance. Tenant may have against any prior landlord shall, upon request by Landlord or the transferee or purchaser of Landlord's interest or the lessor under the termination ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease, includingor the obligations of Tenant hereunder, without limitation, Owner, except where such offsets upon or defenses arise out of as a default result of the prior landlord which is continuing at termination of any such ground or underlying lease or the time New Owner acquires title to the leased premises completion of any such foreclosure and New Owner fails to cure same after receiving notice thereof; and (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 Ownersale.

Attornment. Notwithstanding anything to In the contrary contained event of the foreclosure of, or exercise of the power of sale under, any Mortgage, or in the Leaseevent of a deed given in lieu of foreclosure, should title to then (a) upon the leased premises and request of the landlord’s interest purchaser in such foreclosure or sale, or the Lease be transferred to Lender or grantee under such deed in lieu (any other person or entity (such party, the “New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage), Tenant agreesshall attorn, for without any deductions or setoffs whatsoever, to the benefit of New Owner and effective immediately and automatically upon recognize 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 as the terms of the Lease for the remainder of the Lease termLandlord under this Lease; (b) upon the request of the New Owner, Tenant shall be bound to New Owner in accordance with enter into a new lease, containing all of the terms and provisions of this Lease, with the New Owner for the remaining Term, or at the election of the New Owner, this Lease shall automatically become a new lease between Tenant and the New Owner upon the terms and provisions of this Lease for the remainder of remaining Term, and Tenant shall confirm such attornment and new lease in writing within 10 days after the Lease termNew Owner’s request therefor; (c) Tenant hereby attorns to New Owner as its landlord, such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default act or omission of any Landlord under this Lease occurring prior landlord under to the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title stepping into the shoes of Landlord, nor for the return of the Security Deposit (except to the leased premises extent that the Security Deposit has actually been transferred to the New Owner); and New Owner fails to cure same after receiving notice thereof; (ed) the New Owner shall not be subject bound by any modification of this Lease or any previous payment of more than one month of Base Rent that was not consented to by the New Owner. Tenant waives the provisions of any offsets Laws that may give or defenses which purport to give to Tenant may have against any prior landlord under right to terminate or otherwise adversely affect this Lease or the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising Tenant under this Lease in the Lease following event of any subsequent transfer foreclosure, sale or deed in lieu of the title to the leased premises by New Ownerforeclosure.

Attornment. Notwithstanding anything Tenant agrees to the contrary contained in the Leaseattorn, should title from time to the leased premises and the landlord’s interest in the Lease be transferred time, to Lender each Mortgagee, or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure purchaser of the MortgagePremises, Tenant agrees, for the 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 rental payments required to be made by Tenant pursuant to the terms of the Lease for the remainder of the Lease term; (b) Tenant , provided that such Mortgagee or such purchaser shall then be bound entitled to New Owner in accordance with all possession of the Premises subject to the provisions of the Lease. The provisions of this Section shall inure to the benefit of such Mortgagee or such purchaser, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon foreclosure of the Mortgage (in which event the parties shall execute a new lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its landlord, such attornment new lease to be effective in the same form and substance as the Lease), shall be self-operative without upon any such demand, and no further instrument shall be required to give effect to said provisions. If any Mortgage is foreclosed or Landlord's interest in the execution Lease is conveyed or transferred in lieu of any further instrument; foreclosure: (da) New Owner no person or entity which as a result of foreclosure of a Mortgage or deed in lieu thereof has succeeded to the interests of Landlord in the Lease (a "Successor") shall not be liable for any default of by Landlord or any other matter which occurred prior landlord under to the date such Successor succeeded to Landlord's interests in the Lease, including, without limitation, Owner, except where nor shall such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not Successor be bound by or subject to any offsets or defenses which Tenant may have against Landlord or any prior landlord other predecessor in interest to such Successor; (b) no Successor shall be bound to recognize any prepayment of rent made by Tenant more than one (1) month in advance of the date due under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (fc) New Owner no Successor shall not be liable for bound to recognize any obligations amendment or modification of landlord arising under the Lease following any subsequent transfer made without the written consent of the title to the leased premises by New OwnerMortgagee.

Attornment. Notwithstanding anything to Unless the contrary Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the LeaseSecurity Deed (if applicable), should title or 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 Property pursuant to any provisions of the Security Deed or the Assignment of Leases, the lessee thereunder shall be bound to the leased premises and Purchaser or Lender, as the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) bycase may be, or in-lieu of judicial or non-judicial foreclosure under all of the Mortgageterms, Tenant agrees, for the benefit of New Owner covenants 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 conditions of the Lease for the remainder 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. 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 term; from and after such date, it will assume and perform (bbut only while the owner or in possession of the Property) Tenant shall all of Landlord's obligations under the Lease and be bound to New Owner in accordance with all of Tenant under the provisions of the Lease for the remainder balance of the Lease term; (c) Tenant hereby attorns to New Owner 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 its landlordif the Purchaser or Lender were the Landlord under the Lease, such except as otherwise provided in this Agreement. Such attornment to shall be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior landlord under instruments upon the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title succession by Purchaser to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default interest of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising lessor under the Lease following any subsequent transfer or the xxxxxx xf possession of the title Property by Lender. Nevertheless, Tenant shall, from time to time, execute xxx xeliver 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 leased premises by New Ownerextent of the then remaining balance of the term of the Lease and any such 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. Notwithstanding anything to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to If Lender or any other person or entity (“New Owner”) by, or in-lieu subsequent purchaser of judicial or non-judicial the Property shall become the owner of the Property by reason of the foreclosure of the MortgageSecurity Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as "Purchaser"), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agreesagrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transferprovided, that: however, that Purchaser shall not be (a) Tenant liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a "Prior Landlord") to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall pay become the owner of the Property, provided that the foregoing shall not limit Purchaser's obligations under the Lease to New Owner correct any conditions of a continuing nature that existed as of the date Purchaser shall become the owner of the Property; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to cure the same, all rental payments required to be made by Tenant pursuant to the terms and conditions of the Lease for the remainder of the Lease termLease; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be 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 the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets offsets, defenses, abatements or defenses counterclaims which shall have accrued in favor of Tenant may have against any Prior Landlord prior landlord under to the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default date upon which Purchaser shall become the owner of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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.Property,

Attornment. Notwithstanding anything Upon the written request of any person or party succeeding to the contrary contained in the interest of Landlord under this Lease, should title Tenant shall automatically become the tenant of and attorn to the leased premises and the landlord’s such successor in interest without any change in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit terms of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: this Lease. No successor in interest shall be (a) Tenant shall pay to New Owner all rental bound by any payment of Rent for more than one month in advance, except payments required to be made of security for the performance by Tenant pursuant to the terms of the Lease for the remainder of the Lease term; Tenant’s obligations under this Lease, or (b) Tenant shall be bound subject to New Owner in accordance with all any offset, defense or damages arising out of a default of any obligations of any preceding Landlord, except to the extent of any non-monetary default that continues after such successor-in-interest takes ownership of the provisions Building. Any transferee or successor-in-interest 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-operative without the execution of any further instrument; (d) New Owner Landlord shall not be liable for any default acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any prior landlord under security deposit (except for deposits actually paid to the Lease, including, without limitation, Ownersuccessor or transferee), except where with respect to any non-monetary defaults which continue after such transferee or successor-in-interest takes ownership of the Building. Tenant agrees to give written notice of any default is continuing at the time New Owner acquires title by Landlord to the leased premises and New Owner fails holder of any Mortgage. Tenant further agrees that, before it exercises any rights or remedies under this Lease arising as a result of any default by Landlord (other than Rent abatement and/or self-help rights as expressly provided in this Lease), the holder of any Mortgage or other successor-in- interest shall have the right, but not the obligation, to cure the default within the same after receiving notice thereof; (e) New Owner shall not be subject time, if any, given to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails Landlord to cure same after receiving notice thereof; the default, plus an additional thirty (30) days. The subordination, attornment and (f) New Owner mortgagee protection clauses of this Article 16 shall not be liable for self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any obligations Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor by Landlord or Landlord’s Mortgagee or any such survivor, and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments of landlord arising under the Lease following any subsequent transfer of the title to the leased premises by New Ownersubordination, attornment and/or mortgagee protection as such party may reasonably request.

Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any prior successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have a reasonable period of time after the date on which Purchaser becomes owner of the Property to perform such obligation or correct such condition, (b) subject to any offsets, defenses, abatements (other than continuing abatement rights pursuant to express terms of the Lease) or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date (other than as the term or commencement date may be adjusted by the Commencement Date Agreement attached as Exhibit D to the Lease) or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest; provided that such consent shall not be required for any amendment that solely evidences and memorializes the exercise (in strict accordance with the terms and conditions of the Lease) of any right of Tenant expressly set forth in the Lease. or (f) liable with respect to any representations, warranties or indemnities made by or from any Prior Landlord, whether pursuant to the Lease or otherwise. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest. Notwithstanding anything to the contrary contained in herein contained: (i) nothing herein shall relieve Purchaser from its obligations as landlord arising from or after the Leasedate which is the earlier of the date that such Purchaser takes title to, should title to or possession of, the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity Property (“New OwnerSuccession Date”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the 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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be 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 the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof); and (fii) New Owner in no event shall not any Purchaser be liable relieved from any obligation which Landlord has to perform repairs or maintenance which arises after the Succession Date based upon the fact that the need for any obligations of landlord arising under the Lease following any subsequent transfer of the title such repairs or maintenance first arose prior to the leased premises by New OwnerSuccession Date.

Attornment. Notwithstanding anything In the event of the purchase or other acquisition of the Leased Premises or Landlord's interest therein in a foreclosure sale or by deed in lieu of foreclosure under any Facility Mortgage or pursuant to the contrary a power of sale contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Facility Mortgage, then in any of such events Tenant agreesshall, for at the benefit request of New Owner Landlord or Landlord's successor in interest, attorn to and effective immediately and automatically upon recognize the occurrence transferee or purchaser of any such transferLandlord's interest, that: (a) Tenant shall pay to New Owner all rental payments required to be made by Tenant pursuant to as the terms of the lessor under this Lease for the remainder balance then remaining of the Term, and thereafter this Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner continue as its landlorda direct lease between such Person, as "Landlord", and Tenant, as "Tenant," except that such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner lessor, transferee or purchaser shall not be liable for any default act or omission of any prior landlord under the LeaseLandlord before such lease termination or before such Person's succession to title, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not nor be subject to any offsets offset, defense or defenses counterclaim accruing before such lease termination or before such Person's succession to title, nor be bound by any payment of Rent before such lease termination or before such Person's succession to title for more than one month in advance. Tenant shall, within ten (10) Business Days after request by Landlord or the transferee or purchaser of Landlord's interest execute and deliver an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant may have against any prior landlord under the right to terminate or otherwise adversely affect this Lease, includingor the obligations of Tenant hereunder, without limitation, Owner, except where such offsets upon or defenses arise out of as a default result of the prior landlord which is continuing at the time New Owner acquires title to the leased premises completion of any such foreclosure and New Owner fails to cure same after receiving notice thereof; and (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 Ownersale.

Attornment. Notwithstanding anything Lessee agrees that this Lease shall not be terminable by Lessee by reason of any foreclosure of a Mortgage, nor by reason of the institution of any suit, action, summary or other proceeding against Lessor or any foreclosure proceeding brought by a Mortgagee to recover possession of the Property 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 contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure expiration of the MortgageTerm, Tenant any Mortgagee comes into possession of the Property or a receiver shall be appointed for Lessor’s Interests, Lessee agrees, for at the benefit of New Owner election and effective immediately and automatically upon the occurrence demand of any such transferMortgagee in possession, that: (a) Tenant shall pay to New Owner all rental payments required attorn, from time to be made by Tenant pursuant 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 the 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 term; (b) Tenant may terminate upon the foreclosure of a Mortgage, and shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution upon any such demand, and no further instrument shall be required to give effect to said provisions. Lessee, however, upon demand of any further instrument; (d) New Owner such successor Lessor, shall not be liable for execute, from time to time, instruments in confirmation of the forgoing provisions of this Section 24.2 reasonably satisfactory to any default such successor Lessor and Lessee, acknowledging such attornment. Notwithstanding anything in this Section 24.2 to the contrary, the obligations of Lessee, and the rights of any prior landlord Mortgagee or other Person, under the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner this Section 24.2 shall not be subject to the Mortgagee’s assumption (subject to the terms of any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where Mortgagee Nondisturbance Agreement in favor of Lessee from such offsets or defenses arise out of a default Mortgagee) of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 OwnerLessor hereunder.

Attornment. Notwithstanding anything to the contrary contained If Lender takes any proceedings in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure respect of the MortgageLeased Premises (including taking possession, Tenant agrees, for the benefit foreclosure or power of New Owner and effective immediately and automatically upon sale) as a result of the occurrence of any such transfera default under the Security Documents, that: (a) Tenant shall pay attorn and be bound to New Owner Lender under all rental payments required to be made by Tenant pursuant to of the terms of the Lease for the remainder balance of the Lease term; (b) Tenant shall be bound to New Owner in accordance term thereof remaining, including any renewals, with all of the provisions of same force and effect as if Lender were the Lease for sublandlord under the remainder of the Lease term; (c) Lease, and Tenant hereby attorns to New Owner Lender as its landlordsublandlord under the Lease, such attornment to be effective and self-operative take effect automatically, without the execution of any further instrument; (d) New Owner shall not be liable for any default instrument on the part of any prior landlord of the parties hereto, immediately upon Lender taking possession of the Leased Premises or foreclosing under the Security Documents or otherwise becoming the owner of the Leased Premises; provided that notwithstanding such attornment, Tenant shall be under no obligation to pay rent or additional rent to Lender by virtue of this Agreement until Tenant receives written notice pursuant to the Security Documents from Lender or its agent (including any receiver or receiver and manager) that a default under the Security Documents has occurred and that Lender is attorning such rents pursuant to the Security Documents. If Lender exercises a power of sale as a result of the occurrence of a default under the Security Documents, Tenant shall attorn and be bound to the purchaser pursuant to such power of sale under all of the terms of the Lease for the balance of the term thereof remaining, including any renewals, with the same force and effect as if the purchaser were the sublandlord under the Lease, includingsuch attornment to take effect automatically, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to execution of any further instrument on the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default part of the prior landlord which is continuing at purchaser or Tenant, immediately upon the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising under the Lease following any subsequent transfer purchaser taking possession of the title Leased Premises. Xxxxxx agrees, however, to execute and deliver at any time and from time to time, upon the leased premises by New Owner.request of Lender or any such purchaser:

Attornment. Notwithstanding anything Tenant agrees to attorn and recognize as its landlord under the contrary contained in the Lease, should Lease each party acquiring legal title to the leased premises and Property by foreclosure (whether judicial or nonjudicial) of the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) bySecurity Instrument, or deed-in-lieu of judicial foreclosure, or non-judicial foreclosure other sale in connection with enforcement of the MortgageSecurity 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 owners of the Property, Tenant agreesSuccessor Owner shall perform all obligations of the landlord under the Leases arising from and after the date title to the Property was transferred to Successor Owner. In no event, for the benefit of New however, will any Successor Owner and effective immediately and automatically upon the occurrence of any such transfer, thatbe: (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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default default, act or omission of any prior landlord under the Lease, including, without limitation, Owner, (except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New 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); (b) subject to any offsets offset or defenses defense which Tenant may have against any prior landlord under the Lease; (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, includingor waiver of Lease terms, made without limitation, OwnerLender’s written consent thereto; (e) liable for the return of any security deposit or other prepaid charge paid by Tenant under the Lease, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereofextent such amounts were actually received by Lender; and (f) New Owner shall not be 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 or completion of any obligations of landlord arising improvements to the Property or as required under the Lease following for Tenant’s use and occupancy (whenever arising). Although the foregoing provisions of this .Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any subsequent transfer Successor Owner such further instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall be limited to Successor Owner’s interest in the title to the leased premises by New OwnerProperty.

Attornment. Notwithstanding anything In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage and/or deed of trust made by Landlord covering the Premises, or in the event Landlord sells, conveys or otherwise transfers its interest in the Center or any portion thereof containing the Premises, this Lease shall remain in full force and effect and Tenant hereby automatically attorns to the contrary contained new owner. Tenant covenants and agrees, at such new owners request, to execute an instrument evidencing such attornment reasonably satisfactory to the new owner, recognizing the new owner as the landlord under this Lease. Tenant acknowledges that such new owner shall not be bound by (i) any prepayment of more than one (1) month's Rent (except rental deposit but only to the extent received by said successor) or (ii) any material amendment of the Lease made after the later of the Opening Date, or the date that such successor's lien or interest first arose, unless said successor shall have consented to such amendment or (iii) any claims, offsets or defenses of Tenant arising prior to such attornment, except for those specifically provided in the Lease. Payment by or performance of this Lease by any person, should title firm or corporation claiming an interest in this Lease or the Premises by, through or under Tenant without Landlord's consent in writing shall not constitute an attornment or create any interest in this Lease or the Premises. At Tenant's request, the new owner shall acknowledge in writing that, subject to the leased premises and the landlord’s provisions of this Section, Tenant's interest in the Premises and rights under this Lease shall not be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, disturbed so long as Tenant agrees, for the 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 rental payments required to be made by Tenant pursuant to is not in default under the terms of the this Lease for the remainder of the Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior landlord under the Lease, including, without limitation, Owner, except where such default is continuing at beyond the time New Owner acquires title to the leased premises and New Owner fails permitted to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Ownerdefault.

Attornment. Notwithstanding anything to In the contrary contained in the Lease, should event that Landlord transfers title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) byPremises, or in-lieu the Premises are acquired by another upon the foreclosure or termination of judicial or an Encumbrance to which this Lease is subordinated (i) Tenant shall, subject to the non-judicial foreclosure disturbance provisions of Section 20.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the Mortgageterms and provisions of this Lease, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any with 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 new owner for the remainder of the term hereof, or, at the election of such new owner, this Lease term; (b) shall automatically become a new Lease between Tenant shall be bound to New Owner in accordance with and such new owner, upon all of the provisions of the Lease terms and conditions hereof, for the remainder of the Lease term; term hereof, and (cii) Tenant hereby attorns to New Owner as its landlord, such attornment to Landlord shall thereafter be effective and self-operative without the execution relieved of any further instrument; obligations hereunder and such new owner shall assume all of Landlord’s obligations hereunder, except that such new owner shall not: (da) New Owner shall not be liable for any default act or omission of any prior landlord under the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title or with respect to the leased premises and New Owner fails events occurring prior to cure same after receiving notice thereofacquisition of ownership; (eb) New Owner shall not be subject to any offsets or defenses which Tenant may tenant might have against any prior landlord under the Leaselandlord; (c) be bound by prepayment of more than one month’s rent, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (fd) New Owner shall not be liable for the return of any obligations security deposit paid to any prior landlord. Tenant waives its right under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease as a result of landlord arising under the Lease following any subsequent transfer sale of the title to Premises or the leased premises by New Ownerforeclosure or termination of any Encumbrance.

Attornment. Notwithstanding anything If the interests of Lessor in and to ---------- the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or Demised Premises are owned by Mortgagee by reason of any other person or entity (“New Owner”) by, or deed- in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or non-judicial foreclosure other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the Mortgageterms, Tenant agrees, for the benefit of New Owner covenants 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 conditions of the Lease for the remainder balance of the Lease termterm thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; (b) Tenant shall be bound and Lessee does hereby attorn to New Owner in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner Mortgagee, as its landlordlessor, such said attornment to be effective and self-operative operative, without the execution of any further instrument; (d) New Owner shall not be liable for any default instruments on the part of any prior landlord of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, includinghowever, without limitation, Owner, except where such default is continuing at the time New Owner acquires title that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the leased premises interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and New Owner fails obligations of Lessee and Mortgagee upon such attornment, to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the extent of the then remaining balance of the term of the Lease, includingshall be and are the same as now set forth therein, without limitation, Owner, except where such offsets or defenses arise out of a default it being the intention of the prior landlord which is continuing at the time New Owner acquires title parties hereto for this purpose to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising under incorporate the Lease following any subsequent transfer of in this Agreement by reference, with the title to the leased premises by New Ownersame force and effect as if set forth in full herein. 3.

Attornment. Notwithstanding anything to In the contrary contained in the Lease, should title to the leased premises and the landlordevent of (a) a transfer of Landlord’s interest in the Lease be transferred to Lender Building, (b) the termination of any ground or any other person underlying lease of the Building or entity (“New Owner”) bythe Land, or in-both, or (c) the purchase or other acquisition of the Building or Landlord’s interest therein in a foreclosure sale or by deed in lieu of judicial foreclosure under any Mortgage or non-judicial foreclosure pursuant to a power of the sale contained in any Mortgage, then in any of such events Tenant agreesshall, for at the benefit request of New Owner Landlord or Landlord’s successor in interest, attorn to and effective immediately and automatically upon recognize the occurrence transferee or purchaser of any such transferLandlord’s interest or the lessor under the terminated ground or underlying lease, that: (a) Tenant shall pay to New Owner all rental payments required to be made by Tenant pursuant to as the terms of the case may be, as Landlord under this Lease for the remainder balance then remaining of the Term, and thereafter this Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner continue as its landlorda direct lease between such Person, as “Landlord,” and Tenant, as “Tenant,” except that such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner lessor, transferee or purchaser shall not be liable for any default act or omission of any prior landlord under the LeaseLandlord before such lease termination or before such Person’s succession to title, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not nor be subject to any offsets offset, defense or defenses which counterclaim accruing before such lease termination or before such Person’s succession to title, nor be bound by any payment of Basic Rent or Additional Charges before such lease termination or before such Person’s succession to title for more than one month in advance. Except as set forth above, the new landlord shall agree to undertake all obligations of Landlord hereunder. Tenant may have against any prior landlord shall, within ten (10) days after request by Landlord or the transferee or purchaser of Landlord’s interest or the lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease, includingor the obligations of Tenant hereunder, without limitation, Owner, except where such offsets upon or defenses arise out of as a default result of the prior landlord which is continuing at termination of any such ground or underlying lease or the time New Owner acquires title to the leased premises completion of any such foreclosure and New Owner fails to cure same after receiving notice thereof; and (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 Ownersale.

Attornment. Notwithstanding anything If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure (other than with respect to a default of a continuing nature) of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the contrary contained date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except for those that are specifically provided for in the Lease, should title (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the leased premises time Purchaser succeeded to Landlord’s interest (provided, however, Purchaser's consent is not required for a termination of the Lease exercised pursuant to the original terms of the Lease) or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and the landlordrestricted to Purchaser’s interest in the Lease be transferred to Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or any other person its successors or entity (“New Owner”) byassigns, or in-lieu of judicial or non-judicial foreclosure Tenant shall enter into a new lease of the Mortgage, Tenant agrees, Premises with Lender or such successor or assign for the benefit then remaining term 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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior landlord under the Lease, including, upon the same terms and conditions as contained in the Lease (including without limitation, Ownerlimitation any renewal options), except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Owneras otherwise specifically provided in this Agreement. 4.

Attornment. Notwithstanding anything If any mortgagee of the Building comes into possession or ownership of the Premises or acquires Landlord's interest in this Lease by foreclosure of the mortgage or otherwise, then, upon such mortgagee's request, Tenant shall attorn to the contrary contained in the Lease, should such mortgagee or if any purchaser at a foreclosure sale takes title to the leased premises and Building (such mortgagee or foreclosure purchaser being referred to as the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“"New Owner”) by"), or in-lieu of judicial or non-judicial foreclosure of the Mortgagethen, upon such New Owner's request, Tenant agrees, for the 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 rental payments required to be made by Tenant pursuant attorn to the terms of the Lease for the remainder of the Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as successor Landlord under this Lease, and, in such event, the New Owner's liabilities shall be limited to liabilities accruing from and after the date that such new Owner assumes its landlord, role of successor Landlord by ownership. The new Owner shall not have any obligation to cure defaults existing as of the date it becomes the New Owner unless such attornment defaults are of a continuing nature and Tenant has given the New Owner notice thereof and a reasonable opportunity to be effective and self-operative without cure such default following the execution date of Tenant's notice. The New Owner shall not have any further instrument; (d) obligation to return or otherwise credit the Security Deposit to Tenant unless the New Owner has actually received such Security Deposit. The New Owner shall not be liable obligated to Credit Tenant 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 the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising payments under the Lease following made more than one month in advance, nor shall the New Owner be bound by this Lease, or any subsequent transfer modifications, terminations, extensions, grants of purchase options, grants of first refusal, declarations of default and other actions by Landlord unless (i) this Lease is to a tenant that is not an entity controlled by, or under common control with Landlord; (ii) this Lease is for an amount that is at least a reasonable market rate as of the title date of this Lease; (iii) this Lease does not allow payment of any sums due hereunder more than one month in advance and, accordingly, this Lease prohibits payments by Tenant that are more than one month in advance of the related period (except for a Security Deposit); (iv) any agreement for the early termination or reduction in size of the Premises has been delivered to the leased premises any such mortgagee not less than five (5) 42 days prior to its effective date, and any associated space contraction or early termination payment is delivered to such lender if so requested by New Ownersuch lender; (v) this Lease does not demise more than five percent (5%) of Airport Corporate Center (which contains approximately 1,106,525 net rentable square feet).

Attornment. Notwithstanding anything to In the contrary contained event of the foreclosure of, or exercise of the power of sale under, any Mortgage, or in the Leaseevent of a deed given in lieu of foreclosure, should title to then (a) upon the leased premises and request of the landlord’s interest purchaser in such foreclosure or sale, or the Lease be transferred to Lender or grantee under such deed in lieu (any other person or entity (such party, the “New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage), Tenant agreesshall attorn, for without any deductions or setoffs whatsoever, to the benefit of New Owner and effective immediately and automatically upon recognize 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 as the terms of the Lease for the remainder of the Lease termLandlord under this Lease; (b) upon the request of the New Owner, Tenant shall be bound to New Owner in accordance with enter into a new lease, containing all of the terms and provisions of this Lease, with the New Owner for the remaining Term, or at the election of the New Owner, this Lease shall automatically become a new lease between Tenant and the New Owner upon the terms and provisions of this Lease for the remainder of remaining Term, and Tenant shall confirm such attornment and new lease in writing within 10 days after the Lease termNew Owner’s request therefor; (c) Tenant hereby attorns to New Owner as its landlord, such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default act or omission of any Landlord under this Lease occurring prior landlord to the New Owner stepping into the shoes of Landlord, except for the return of the Security Deposit (and all interest accrued thereon) to Tenant as provided under the terms and conditions of this Lease, including, without limitation, Owner, except where such default is continuing at ; and (d) the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject bound by any modification of this Lease that was not consented to any offsets or defenses which Tenant may have against any prior landlord under by the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title or any previous payment of more than one month of Base Rent that was not consented to by the leased premises and New Owner fails Owner. Tenant waives the provisions of any laws that may give or purport to cure same after receiving notice thereof; and (f) New Owner shall not be liable for give to Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of landlord arising Tenant under this Lease in the Lease following event of any subsequent transfer foreclosure, sale or deed in lieu of the title to the leased premises by New Ownerforeclosure.

Attornment. Notwithstanding anything to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to If Lender or any other person or entity (“New Owner”) by, or in-lieu subsequent purchaser of judicial or non-judicial the Property shall become the owner of the Property by reason of the foreclosure of the MortgageSecurity Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender on such other purchaser being hereinafter referred as "Purchaser"), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agreesagrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transferprovided, that: however, that Purchaser shall not be (a) Tenant liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a "Prior Landlord") to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall pay become the owner of the Property, provided that the foregoing shall not limit Purchaser's obligations under the Lease to New Owner correct any conditions that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser's obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to cure the same, all rental payments required to be made by Tenant pursuant to the terms and conditions of the Lease for the remainder of the Lease term; Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall be bound become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to New Owner any Prior Landlord in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its landlordunless such sums are actually received by Purchaser, such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be liable for bound by any default payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender's or Purchaser's prior written consent prior to the time Purchaser succeeded to Landlord's interest, other than with respect to the exercise of any prior landlord under right, options, or elections presently contained in the Lease, including, without limitation, Owneroptions to terminate and options to extend. In the event that any liability of Purchaser does arise pursuant to this Agreement, except where such default is continuing at liability shall be limited and restricted to Purchaser's interest in the time New Owner acquires title to the leased premises Property and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where in no event exceed such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Ownerinterest.

Attornment. Notwithstanding anything In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage and/or deed of trust made by Landlord covering the Premises, or in the event Landlord sells, conveys or otherwise transfers its interest in the Shopping Center and/or the Development or any portion thereof containing the Premises, this Lease shall remain in full force and effect and Tenant hereby automatically attorns to the contrary contained new owner. Tenant covenants and agrees, at such new owners request, to execute an instrument evidencing such attornment reasonably satisfactory to the new owner, recognizing the new owner as the landlord under this Lease. Tenant acknowledges that such new owner shall not be bound by (i) any prepayment of more than one (1) month's Rent (except rental deposit but only to he extent received by said successor) or (ii) any material amendment of the Lease made after the later of the Commencement Date, or the date that such successor's lien or interest first arose, unless said successor shall have consented to such amendment or (iii) any claims, offsets or defenses of Tenant arising prior to such attornment, except for those specifically provided in the Lease. Payment by or performance of this Lease by any person, should title firm or corporation claiming an interest in this Lease or the Premises by, through or under Tenant without Landlord's consent in writing shall not constitute an attornment or create any interest in this Lease or the Premises. At Tenant's request, the new owner shall acknowledge in writing that, subject to the leased premises and the landlord’s provisions of this Section, Tenant's interest in the Premises and rights under this Lease shall not be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, disturbed so long as Tenant agrees, for the 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 rental payments required to be made by Tenant pursuant to is not in default under the terms of the this Lease for the remainder of the Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior landlord under the Lease, including, without limitation, Owner, except where such default is continuing at beyond the time New Owner acquires title to the leased premises and New Owner fails permitted to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Ownerdefault.

Attornment. Notwithstanding anything If the interests of Lessor in and to the contrary contained in Demised Premises are owned by Mortgagee by reason of any deed-in- lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, should title ; Lessee shall be bound to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure Mortgagee under all of the Mortgageterms, Tenant agrees, for the benefit of New Owner covenants 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 conditions of the Lease for the remainder balance of the Lease term; (b) Tenant shall be bound term thereof remaining and any extension thereto duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease, and Lessee does hereby attorn to New Owner in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner Mortgagee, as its landlordlessor, such said attornment to be effective and self-operative operative, without the execution of any further instrument; (d) New Owner shall not be liable for any default instruments on the part of any prior landlord of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, includinghowever, without limitation, Owner, except where such default is continuing at the time New Owner acquires title that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the leased premises interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and New Owner fails obligations of Lessee and Mortgagee upon such attornment, to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the extent of the then remaining balance of the term of the Lease, includingshall be and are the same as now set forth therein, without limitation, Owner, except where such offsets or defenses arise out of a default it being the intention of the prior landlord which is continuing at the time New Owner acquires title parties hereto for this purpose to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising under incorporate the Lease following any subsequent transfer of in this Agreement by reference, with the title to the leased premises by New Ownersame force and effect as if set forth in full herein.

Attornment. Notwithstanding anything Upon the written request of any person or party succeeding to the contrary contained in the interest of Landlord under this Lease, should title Tenant shall automatically become the tenant of and attorn to the leased premises and the landlord’s such successor in interest without any change in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit terms of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: this Lease. No successor in interest shall be (a) Tenant shall pay to New Owner all rental bound by any payment of Rent for more than one month in advance, except payments required to be made of security for the performance by Tenant pursuant to the terms of the Lease for the remainder of the Lease term; Tenant’s obligations under this Lease, or (b) Tenant shall be bound subject to New Owner in accordance with all any offset, defense or damages arising out of a default of any obligations of any preceding Landlord, except to the extent of any non-monetary default that continues after such successor-in-interest takes ownership of the provisions Building. Any transferee or successor-in-interest 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-operative without the execution of any further instrument; (d) New Owner Landlord shall not be liable for any default acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any prior landlord under security deposit (except for deposits actually paid to the Lease, including, without limitation, Ownersuccessor or transferee), except where with respect to any non-monetary defaults which continue after such transferee or successor-in-interest takes ownership of the Building. Tenant agrees to give written notice of any default is continuing at the time New Owner acquires title by Landlord to the leased premises and New Owner fails holder of any Mortgage. Tenant further agrees that, before it exercises any rights or remedies under this Lease arising as a result of any default by Landlord (other than Rent abatement and/or self-help rights as expressly provided in this Lease), the holder of any Mortgage or other successor-in-interest shall have the right, but not the obligation, to cure the default within the same after receiving notice thereof; (e) New Owner shall not be subject time, if any, given to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails Landlord to cure same after receiving notice thereof; the default, plus an additional thirty (30) days. The subordination, attornment and (f) New Owner mortgagee protection clauses of this Article 16 shall not be liable for self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any obligations Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor by Landlord or Landlord’s Mortgagee or any such survivor, and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments of landlord arising under the Lease following any subsequent transfer of the title to the leased premises by New Ownersubordination, attornment and/or mortgagee protection as such party may reasonably request.

Attornment. Notwithstanding anything to Tenant covenants and agrees that, if by reason of default ---------- under any mortgage which may now or hereafter affect the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the 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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior landlord under the LeasePremises, including, without limitation, Ownerthe Mortgage and Security Agreement dated as of March 29, except where such default is continuing at 1990, between the time owner of the Premises hereunder or a successor in title or interest, as Mortgagor, and Kansallis-Osake-Pankki, New Owner acquires title York Branch, as Mortgagee, and any amendments, supplements or modifications thereof (the "Mortgage"), the mortgagee thereunder enters into and becomes possessed of the mortgaged property of which the Premises form a part either through possession or foreclosure action or proceeding, or in the event of the sale of the said action or proceeding, or in the event of the sale of the said mortgaged property as a result of any action or proceeding to foreclose said mortgage or as a result of a conveyance in lieu of foreclosure, the Tenant will attorn to the leased premises mortgagee or such then owner as its Landlord under this Lease, unless the mortgagee or such then owner shall elect to terminate this Lease and New Owner fails the rights of the Tenant hereunder. The Tenant agrees to cure same after receiving notice thereof; (e) New Owner execute and deliver, at any time and from time to time, upon the request of the mortgagee or the then owner of the mortgaged property, any instrument which may be necessary or appropriate to evidence such attornment and the Tenant hereby appoints the mortgagee or the then owner of the Premises the attorney-in-fact, irrevocable, of the Tenant to execute and deliver for and on behalf of the Tenant any such instrument. The Tenant further waives the provision of any statute or rule of law now or hereafter in effect which may terminate this Lease or to surrender possession of the Premises in the event of foreclosure or any proceeding is brought by the mortgagee under any such mortgage to terminate the same, and agrees that unless and until the mortgagee, in connection with any such proceeding, shall elect to terminate this Lease and the rights of the Tenant hereunder, this Lease shall not be subject to affected in any offsets or defenses which Tenant may have against way whatsoever by any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Ownerproceeding.

Attornment. Notwithstanding anything Tenant agrees that upon any termination of Landlord's ---------- interest in the Premises, Tenant shall, upon request, attorn to the contrary contained in the Lease, should person or organization then holding title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure reversion of the MortgagePremises (the "Successor") and to all subsequent Successors, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay to New Owner the Successor all rental payments of the rents and other monies required to be made paid by Tenant pursuant to the terms of the Lease for the remainder of the Lease term; (b) Tenant shall be bound to New Owner in accordance with hereunder and perform all of the other terms, covenants, conditions and obligations in this Lease contained; provided, however, that if in connection with such attornment Tenant shall so request from such Successor in writing, such Successor shall execute and deliver to Tenant an instrument wherein such Successor agrees that as long as Tenant performs all of the terms, covenants and conditions of this Lease, on Tenant's part to be performed, Tenant's possession under the provisions of the this 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for disturbed by such Successor. In the event that the Mortgagee succeeds to the interest of Landlord hereunder and is advised by its counsel that all or any default portion of the Base Rent or additional rent payable by Tenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Mortgagee, as Landlord, shall have the right at any prior landlord under time, from time to time, to notify Tenant in writing of the required changes to the Lease. Tenant shall execute all documents necessary to effect any such amendment within ten (10) days after written request from Mortgagee, includingas landlord, without limitation, Owner, except where provided that in no event shall such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets amendment increase Tenant's payment obligations or defenses which Tenant may have against any prior landlord other liability under the Lease, including, without limitation, Owner, except where such offsets this Lease or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any reduce Landlord's obligations of landlord arising under the Lease following any subsequent transfer of the title to the leased premises by New Ownerhereunder.

Attornment. Notwithstanding anything The final, basic element of an SNDA is the tenant’s agreement to attorn to and recognize the contrary contained lender (or another party acquiring the property in connection with a foreclosure or deed in lieu thereof) as its landlord under the Leaselease. As discussed in more detail below, should title the tenant will seek to preserve as much of the leased premises and benefit of its bargain with the original landlord as possible, while the lender will seek to limit certain of landlord’s interest in obligations and liabilities under the lease. A balanced attornment provision might read like this: “If the interests of Landlord under the Lease shall be transferred to Lender by reason of the exercise of any foreclosure or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure proceeding for enforcement of the Mortgage, Tenant agreesor by deed in lieu of foreclosure or such other proceeding, for or if Lender takes possession of the 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 rental payments required to be made by Tenant Property pursuant to any provisions of the terms Mortgage or otherwise, Tenant thereafter shall be bound to Purchaser (hereinafter defined) or Lender, as the case may be, under all of the terms, covenants and conditions of the Lease for the remainder balance of the Lease term; (b) Tenant shall term thereof and any extensions or renewals thereof which may be bound to New Owner effected in accordance with all 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 provisions of Property), as landlord under the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its landlord, such Lease. Such attornment to shall be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior landlord under instruments upon the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title succession by Xxxxxxxxx to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out interest of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising Landlord under the Lease following any subsequent transfer or the taking of title to or possession of the title Property by Xxxxxx. 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 reasonably require. The respective rights and obligations of the Purchaser, Lender and Tenant upon such attornment, to the leased premises 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 New Ownerway of any deed in lieu of any such action or proceeding.”

Attornment. Notwithstanding anything In the event of a foreclosure or other acquisition of the Premises, the Lease shall be recognized as a direct lease from the Beneficiary, the purchaser at the foreclosure sale, or any such subsequent owner (collectively referred to as "Purchaser"), except Purchaser shall not be (i) liable for any previous act or omission of Owner under the Lease (excluding any ongoing maintenance, repair and replacement obligations of Landlord under the Lease continuing after the foreclosure sale or other acquisition of the Premises by a Purchaser, to the contrary contained extent accruing after such sale or acquisition); (ii) subject to any offset which shall theretofore have accrued to Tenant against Owner; (iii) subject to any obligation with respect to any security deposit under the Lease unless such security deposit has been physically delivered to Purchaser; (iv) bound by or liable for any representations or warranties of Owner (whether or not set forth in the Lease); (v) liable for any condition in, should title on or about the Premises (or the land or improvements containing the Premises) existing prior to the leased premises and Purchaser's foreclosure or other acquisition of the landlord’s interest Premises (a "Preexisting Condition") or liable under any indemnity, defense or hold harmless obligation or similar obligation set forth in the Lease be transferred to Lender the extent it relates to or covers a Pre-Existing Condition Lease (excluding any ongoing maintenance, repair and replacement obligations of Landlord under the Lease continuing after the foreclosure sale or other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure acquisition of the MortgagePremises by a Purchaser, Tenant agrees, for the 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 rental payments required to be made by Tenant pursuant to the terms extent accruing after such sale or acquisition); or (vi) bound by any previous modification or prepayment of rents or other sums due under the Lease for the remainder of the Lease term; (b) Tenant greater than one month unless such modification or prepayment shall be bound to New Owner have been expressly approved in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its landlordwriting by Beneficiary, such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner which approval shall not be 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 the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Ownerunreasonably withheld.

Attornment. Notwithstanding anything If the holder of any ground lease, mortgage, deed of trust or security described above (or its successor-in-interest), enforces its remedies provided by law or under the pertinent mortgage, deed of trust or security instrument and succeeds to the contrary contained in the Lease, should title to the leased premises and the landlordLandlord’s interest in the Lease be transferred Leased Premises, Tenant shall, upon request of any person succeeding to Lender or any other person or entity (“New Owner”) bythe interest of such lender as result of such enforcement, or attorn to and recognize as its landlord and become the Tenant of said successor-in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay to New Owner all rental payments required to be made by Tenant pursuant to interest without change in the terms of the Lease for the remainder of the Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the or other provisions of the this 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-operative or without the execution of any further instrument; (d) New Owner instrument by Tenant, provided, however, that said successor-in-interest shall not be (i) bound by any payment of rent for more than thirty (30) days in advance, except prepayment in the nature of security for the performance by Tenant of its obligations under this Lease, (ii) liable for any default act or omission of any prior previous landlord under the Lease(including Landlord), including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails provided that as Divco\Gateway/Tobira Lease successor landlord it shall be obligated to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a continuing default of the prior landlord of which is continuing at the time New Owner acquires title to the leased premises it has received prior written notice and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations acts or omissions accruing or arising after such successor’s succession to the position of landlord arising under the Lease following any subsequent transfer and commencement of control and management of the title Property, (iii) subject to the leased premises any offset, defense, recoupment or counterclaim that Tenant may have given to any previous landlord (including Landlord), or (iv) liable for any deposit that Tenant may have given to any previous landlord (including Landlord) that has not, as such, been transferred to said successor-in-interest. Within ten (10) days after receipt of request by New Ownersaid successor-in-interest, Tenant shall execute and deliver an instrument or instruments confirming such attornment, including a non-disturbance, attornment and subordination agreement in a form reasonably required by any such successor-in-interest.

Attornment. Notwithstanding anything to Lender and Tenant agree that upon the contrary contained conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, the LeaseLease 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, should title to the leased premises covenants and the landlord’s interest conditions set forth in the Lease be transferred and in that event, Tenant agrees to Lender or any other person or entity (“New Owner”) byattorn to the Transferee and the Transferee shall accept such attornment, or in-lieu whereupon, subject to the observance and performance by Tenant of judicial or non-judicial foreclosure all the terms, covenants and conditions of the MortgageLease on the part of Tenant to be observed and performed, Transferee shall recognize the leasehold estate of Tenant agreesunder all of the terms, for covenants and conditions of the benefit of New Owner Lease with the same force and effective immediately and automatically upon effect as if Transferee were the occurrence of any such transferlessor under the Lease; provided, thathowever, that Transferee shall not be: (a) Tenant shall pay obligated to New Owner all rental payments complete any construction work required to be made done by Tenant Landlord pursuant to the terms of the Lease for the remainder of the Lease term; (b) Tenant shall be bound to New Owner in accordance with all of 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 remainder Lease which have accrued prior to the date on which the Transferee shall become the owner of the Lease term; Property, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale, (c) Tenant hereby attorns required to New Owner make any repairs to the Property or to the premises demised under the Lease required as its landlorda result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such attornment repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to be effective and self-operative without finance the execution completion of any further instrument; such repairs, (d) New Owner shall 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 be liable for completed, or to perform or provide any default services not related to possession or quiet enjoyment of any prior landlord the premises demised under the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets offsets, defenses, abatements or defenses 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 against paid more than one (1) month in advance to any prior landlord 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 be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time the Transferee succeeded to Landlord’s interest or (j) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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.

Attornment. Notwithstanding anything If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the contrary date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser’s obligations as Landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease; (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser, (d) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s prior written consent or (e) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign, at Lender’s or such successor or assign’s cost and expense, for the then remaining term of the Lease, upon the same terms and conditions as contained in the Lease, should title to the leased premises and the landlord’s interest except as otherwise specifically provided in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the 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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be 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 the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Ownerthis Agreement.

Attornment. Notwithstanding anything Subject to Section 3 of this Agreement, the interests ---------- of Lessor in and to the contrary contained in Project are owned by Mortgagee by reason of any deed-in- lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any other manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, should title Lessee shall be bound to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure Mortgagee under all of the Mortgageterms, Tenant agrees, for the benefit of New Owner covenants 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 conditions of the Lease for the remainder balance of the Lease termterm thereof remaining and any extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; (b) Tenant shall be bound and Lessee does hereby attorn to New Owner in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner Mortgagee, as its landlordlessor, such said attornment to be effective and self-operative operative, without the execution of any further instrument; (d) New Owner shall not be liable for any default instruments on the part of any prior landlord of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, includinghowever, without limitation, Owner, except where such default is continuing at the time New Owner acquires title that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the leased premises interest of the Lessor under the Lease or otherwise has the right to receive such rents. The respective rights and New Owner fails obligations of Lessee and Mortgagee upon such attornment, to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the extent of the then remaining balance of the term of the Lease, includingshall be and are the same as now set forth therein, without limitation, Owner, except where such offsets or defenses arise out of a default it being the intention of the prior landlord which is continuing at the time New Owner acquires title parties hereto for this purpose to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising under incorporate the Lease following any subsequent transfer of in this Agreement by reference, with the title to the leased premises by New Ownersame force and effect as if set forth in full herein.

Attornment. Notwithstanding anything If the interest of Landlord in the Property and under the ---------- Lease shall be acquired by Lender by reason of foreclosure of the Security Instrument or any other act or proceeding(s) made or brought to enforce the contrary contained rights of the Lender, including, but not limited to, by deed in lieu of foreclosure or as a result of any other means, then the Lease and all terms therein, and the rights of Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated, or disturbed, except in accordance with the terms of the Lease, should title to the leased premises and the landlord’s interest in the Lease Tenant shall be transferred bound to Lender or any other person or entity (“New Owner”) byand Lender shall be bound to Tenant, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay to New Owner all rental payments required to be made by Tenant pursuant subject to the terms hereof, under all of the terms, covenants and conditions of the Lease for the remainder balance of the Lease term; (b) Tenant shall be bound to New Owner in accordance term and any renewals thereof with all the same force and effect as if the Lender were the Landlord under the Lease. In the event Lender acquires the interest of the provisions of the Lease for the remainder of the Lease term; (c) Landlord, Tenant hereby attorns agrees to New Owner attorn to Lender as its landlord, such said attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default other instruments on the part of any prior landlord either party hereto, immediately upon Lender succeeding to the interest of Landlord under the Lease with written notice of same being delivered to Tenant. Upon receipt by Tenant of said written notice from Lender that Lender has succeeded to the interest of Landlord under the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out will make all payments of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any monetary obligations of landlord arising due by Tenant under the Lease following any subsequent transfer at the address provided by Lender in the notice. Tenant agrees, however, upon the election of and written demand by Lender within sixty (60) days after Lender receives title to Property, to execute an instrument in confirmation of the title foregoing provisions, mutually satisfactory to the leased premises by New OwnerLender and Tenant, in which Lender and Tenant shall acknowledge these agreements.

Attornment. Notwithstanding anything Each New Lease entered into from and after the date hereof shall provide that in the event of the enforcement by Lender of any remedy under this Agreement or the Security Instrument, the Tenant under such Lease shall, so long as Lender agrees not to disturb such Tenant’s right to occupancy, at the option of Lender or of any other Person succeeding to the contrary contained in the Leaseinterest of Lender as a result of such enforcement, should title to the leased premises and the landlord’s interest in the Lease be transferred attorn to Lender or any other person to such Person and shall recognize Lender or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of such successor in the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any interest as lessor under 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 Lease term; (b) Tenant shall be bound to New Owner without change in accordance with all of the provisions of the Lease for the remainder of the Lease termthereof; (c) Tenant hereby attorns to New Owner as its landlordprovided, however, Lender or such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner successor in interest shall not be liable for or bound by (i) except as may be included in any Lease approved by Lender, any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default of by Borrower under any prior landlord under such Lease (but the LeaseLender, includingor such successor, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to the continuing obligations of the landlord to the extent arising from or continuing to occur from and after such succession to the extent of Lender’s, or such successor’s, interest in the Property), or (iii) any offsets credits, claims, setoffs or defenses which any Tenant may have against Borrower. Each such Tenant, upon the reasonable request by Lender or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, in the event Lender shall have entered into a separate Non-Disturbance Agreement directly with any prior landlord under such Tenant governing such Tenant’s obligation to attorn to Lender or such successor in interest as lessor, the terms and provisions of such agreement shall supersede the provisions of this Section 8.8.8 and the provisions of this Section 8.8.8 shall be deemed satisfied regardless of whether such attornment language is contained in such New Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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.

Attornment. Notwithstanding anything If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure (other than with respect to a default of a continuing nature) of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the contrary contained date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except for those that are specifically provided for in the Lease, should title (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the leased premises time Purchaser succeeded to Landlord’s interest (provided, however, Purchaser's consent is not required for a termination of the Lease exercised pursuant to the original terms of the Lease) or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and the landlordrestricted to Purchaser’s interest in the Lease be transferred to Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or any other person its successors or entity (“New Owner”) byassigns, or in-lieu of judicial or non-judicial foreclosure Tenant shall enter into a new lease of the Mortgage, Tenant agrees, Premises with Lender or such successor or assign for the benefit then remaining term 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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior landlord under the Lease, including, upon the same terms and conditions as contained in the Lease (including without limitation, Ownerlimitation any renewal options), except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Owneras otherwise specifically provided in this Agreement.

Attornment. Notwithstanding anything In the event of foreclosure of or other execution on the Security Instrument or conveyance in lieu of foreclosure, which foreclosure, execution or conveyance occurs prior to the contrary contained in expiration date of the Lease, should title to the leased premises including any extensions and the landlord’s interest in renewals of the Lease be transferred now provided thereunder, it is agreed that notwithstanding the subordination of the Lease provided for herein, Tenant shall attorn to Lender or any other person Purchaser and recognize Lender or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the 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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner Purchaser as its landlord, such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior Tenant’s landlord under the Lease, includingand so long as Tenant is in possession of the premises demised under the Lease and is not in default under any of the terms, covenants and conditions of the Lease beyond any applicable grace or cure period, Lender or Purchaser shall recognize and accept Tenant as its tenant thereunder, whereupon the Lease shall continue, without limitationfurther agreement, Ownerin full force and effect as a direct lease between Lender or Purchaser and Tenant for the remaining term thereof, except where such default is continuing at together with all extensions and renewals now provided thereunder, upon the time New Owner acquires title same terms, covenants and conditions as therein provided, subject to the leased premises provisions contained in Section 4 and New Owner fails Section 8 below, and Tenant shall thereafter make all rent payments directly to cure same after receiving notice thereof; (e) New Owner shall not be either Lender or Purchaser, as the case may be, subject to the limitations and other provisions contained in Section 4 and Section 8 below. Landlord hereby authorizes Tenant to make such rent payments directly to Lender or Purchaser and waives all claims against Tenant for any offsets sums so paid at Lender’s or defenses which Tenant may have against any prior landlord Purchaser’s request and direction. Such attornment as provided herein shall be self-operative without further aid or execution of further instruments by parties to this Agreement, immediately upon Lender or Purchaser succeeding to the interest of Landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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.

Attornment. Notwithstanding anything Upon request of the holder of any note secured by a mortgage or deed of trust on the Building or Property, Exhibitor will agree in writing that no action taken by such holder to enforce said mortgage or deed of trust shall terminate this Agreement or invalidate or constitute a breach of any of the provisions hereof and Exhibitor will attorn to such mortgagee or holder, or to any purchaser of the Property or Building, at any foreclosure sale or sale in lieu of foreclosure, for the balance of the Term and on all other terms and conditions herein set forth. Exhibitor by entering into this Agreement, covenants and agrees that (a) upon the written direction of Lender it shall pay all rents arising under this Agreement as directed by such Lender; and (b) in the event such Xxxxxx enforces its rights under the mortgage or deed of trust due to a default by Show Management, and this Agreement is not extinguished by a foreclosure of the mortgage or deed of trust. Exhibitor will, upon request of any person succeeding to the contrary contained interest of Show Management in the LeaseProperty (“successor in interest”) as the result of said enforcement, should title automatically attorn to such successor in interest, without any change in terms or other provisions of this Agreement; provided, however, that said successor in interest shall not be: (i) liable for any previous act or omission of any prior landlord, including Show Management, under this Agreement; (ii) bound by any payment of rent or additional rent for more than one month in advance, except payments in the nature of security but only to the leased premises and extent such payments have been delivered to such successor in interest; (iii) bound by any modifications to the landlord’s interest in Agreement (including any agreement providing to early termination or cancellation of the Lease be transferred to Agreement made without any requisite consent of the Lender or any other person such successor in interest; (iv) bound by any covenant or entity obligation of Show Management to perform, undertake or complete any work in the Premises or to prepare it for occupancy; (“New Owner”v) bybound by any obligation to make any payment to Exhibitor or to grant any credits, or in-lieu of judicial or non-judicial foreclosure of the Mortgageexcept for service, Tenant agreesrepairs, maintenance and restoration provided for the 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 rental payments required under this Agreement to be made performed by Tenant pursuant to Show Management after the terms date of the Lease for the remainder of the Lease termExhibitor’s attornment; (bvi) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable responsible for any default of any prior landlord under the Leasefunds, includingincluding security deposits, without limitation, Owner, except where such default is continuing at the time New Owner acquires title owing to the leased premises and New Owner fails to cure same after receiving notice thereof; Exhibitor or (evii) New Owner shall not be subject to any demands, claims, counterclaims, offsets or defenses which Tenant may Exhibitor might have against any prior landlord under the Leaselandlord, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Ownerincluding Show Management.

Attornment. 8. If, at any time Lender (or any person, or such person's successors or assigns, who acquire the interest of the Landlord under the Lease through foreclosure action of the Deed of Trust, or upon a transfer of the Property by conveyance in lieu of foreclosure, or otherwise) shall succeed to the rights of the Landlord under the Lease as a result of a default under the Lease (beyond the time permitted therein, of any, to cure such default), then (a) the Lease shall not terminate, (b) upon receipt by Tenant of written notice of such succession, Tenant shall attorn to and recognize such person as succeeding to the rights of the Landlord under the Lease (herein sometimes called "Successor Landlord", upon the terms and conditions of the Lease, and (c) Successor Landlord shall accept such attornment and recognize Tenant as the Successor Landlord's tenant under the Lease. Upon such attornment and recognition, the Lease shall continue in full force and effect as, or as if it were, a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants (including any right under the Lease on the part of the Tenant to extend the term of the Lease) as are set forth in the Lease and which shall be applicable after such attornment and recognition. Notwithstanding anything to the contrary contained set forth herein, Lender or such Successor Landlord shall not be (i) liable for any act or omission of any previous landlord, including the Landlord, (ii) subject to any offset, defense or counterclaim which Tenant might be entitled to assert against any previous landlord, including the Landlord, (iii) bound by any payment of rent or additional rent made by the Tenant to any previous landlord (including the Landlord) for more than one (1) month in advance, unless the Leasesame was paid to and received by Successor Landlord (iv) bound by and amendment or modification of the Lease hereafter made without the written consent of Lender, should title or (v) liable for any deposit that Tenant may have given to any previous landlord (including the Landlord) which has not been transferred to the leased premises and Successor Landlord. Further, notwithstanding anything to the landlord’s contrary set forth herein, the liability of Lender for any obligations under the Lease shall be limited to Lender's interest in the Lease be transferred to Property. Lender shall not have any liability or any other person responsibility under or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the 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 Lease term; (b) Tenant shall be bound after it ceases to New Owner own an interest in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be 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 or to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 OwnerProperty.

Attornment. Notwithstanding anything A. If the interests of Lessor shall be transferred to and owned by Lender, its nominee or assignee or purchaser by reason of foreclosure or other proceedings brought in lieu of or pursuant to a foreclosure, or by any other manner, and Lender, its nominee or assignee, or such purchaser succeeds to the contrary contained in interest of the Lessor under the Lease, should title Lessee shall be bound to the leased premises and the landlord’s interest in the Lease be transferred to Lender Lender, its nominee, assignee or any other person or entity (“New Owner”) bysuch purchaser, or in-lieu of judicial or non-judicial foreclosure as applicable, under all of the Mortgageterms, Tenant agrees, for the benefit of New Owner covenants 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 conditions of the Lease for the remainder balance of the Lease term; (b) Tenant shall term thereof remaining and any extensions or renewals thereof which may be bound to New Owner effected in accordance with all of any option therefor in the provisions of Lease, with the Lease for same force and effect as if Lender, its nominee, assignee or such purchaser, as applicable, were the remainder of landlord under the Lease term; (c) Tenant Lease, and Lessee does hereby attorns attorn to New Owner Lender, or its nominee, assignee or purchaser, as the case may be, as its landlord, such said attornment to be effective and self-operative immediately upon Lender, or its nominee, assignee or purchaser, as the case may be, succeeding to the interest of the Lessor under the Lease without the execution of any further instrument; (d) New Owner shall not be liable for any default instruments on the part of any prior landlord of the parties hereto; provided, however, that Lessee shall be under no obligation to pay rent to Lender, or its nominee, assignee or purchaser, as the case may be, by reason of such attornment until Xxxxxx receives written notice from Xxxxxx, or its nominee, assignee or purchaser, as the case may be, that such party has succeeded to the interest of the Lessor under the Lease. The respective rights and obligations of Xxxxxx and Lender, includingor their respective nominees, without limitationassignees or purchasers, Owneras the case may be, except where upon such default is continuing at the time New Owner acquires title attornment, to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default extent of the prior landlord which is continuing at then remaining balance of the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations term of landlord arising under the Lease following and any subsequent transfer such extensions and renewals, shall be and are the same as set forth therein; it being the intention of the title parties hereto for this purpose to incorporate the leased premises Lease in this Agreement by New Ownerreference with the same force and effect as if set forth at length herein.

Attornment. Notwithstanding anything So long as the terms and conditions of Section 2 are being complied with by the Successor Owner (as hereinafter defined), Tenant agrees to attorn to and recognize as its landlord under the contrary contained in the Lease, should Lease each party acquiring legal title to the leased premises and Property by foreclosure (whether judicial or nonjudicial) of the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) bySecurity Instrument, or deed-in-lieu of judicial foreclosure, or non-judicial foreclosure other sale in EXHIBIT D Health Management Systems Corporate Point connection with enforcement of the MortgageSecurity 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 owners of the Property, Tenant agreesSuccessor 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, for the benefit of New however, will any Successor Owner and effective immediately and automatically upon the occurrence of any such transfer, thatbe: (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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default default, act or omission of any prior landlord under the Lease, including, without limitation, Owner, (except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New 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); (b) subject to any offsets offset or defenses defense which Tenant may have against any prior landlord under the Lease; (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, includingor waiver of Lease terms, made without limitation, OwnerLender’s written consent thereto; (e) liable for the return of any security deposit or other prepaid charge paid by Tenant under the Lease, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereofextent such amounts were actually received by Lender; and (f) New Owner shall not be 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 or completion of any obligations of landlord arising improvements to the Property or as required under the Lease following for Tenant’s use and occupancy (whenever arising). Although the foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any subsequent transfer Successor Owner such further instruments as Lender or a Successor Owner may from time to time reasonably request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall be limited to Successor Owner’s interest in the title to the leased premises by New OwnerProperty.

Attornment. Notwithstanding anything to If, under any mortgage or deed of trust encumbering the contrary contained land on which the Premises is located, any foreclosure or power of sale proceedings are brought or a conveyance by deed in the Leaselieu of foreclosure occurs, should title to the leased premises and the landlord’s or if Landlord sells, conveys or otherwise transfers its interest in the Lease be transferred to Lender Building or any portion thereof containing the Premises, this Lease shall remain in full force and effect, and Tenant shall attorn to and recognize such successor in interest as the landlord under this Lease, and Tenant covenants to execute an instrument in writing reasonably satisfactory to the new owner evidencing such attornment. If Tenant is required to attorn pursuant to this Section, not more than one (1) months’ rent (including the security deposit, if any) theretofore actually prepaid by Tenant to Landlord will be recognized or allowed as a credit against any rental or other person sums which the party to whom Tenant attorns is entitled to receive or entity (recover from Tenant. At Tenant’s written request, Xxxxxxxx shall request that the holder of any then existing deed of trust execute a written “New Owner”) by, or in-lieu of judicial or non-judicial foreclosure disturbance agreement” in favor of Tenant providing that if Tenant is not in default under this Lease beyond any applicable grace period, such party will recognize this Lease and Xxxxxx’s rights hereunder and will not disturb Tenant’s possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the Mortgage, Tenant agrees, for the 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 rental payments required to be made by Tenant pursuant to the same terms of the as this Lease for the remainder of the remaining term hereof. Provided Landlord shall make such request as provided above, Landlord shall have no liability under this Lease term; (b) Tenant if Landlord is unable to obtain such a non-disturbance agreement for Tenant, nor shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be 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 the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of failure constitute a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising by Landlord under the Lease following any subsequent transfer of the title to the leased premises by New Ownerthis Lease.

Attornment. Notwithstanding anything To the extent expressly required under the leases in existence on the Issue Date, the Trustee, on behalf of the Holders of the Notes, hereby acknowledges and agrees that the Liens granted pursuant to the contrary Security Agreements are subject to the rights of certain lessees under such leases (and expressly required thereunder) and will be subject to the rights of lessees under any leases entered into by the Company or any Subsidiary Guarantor after the date hereof which are permitted pursuant to this Indenture (collectively, the "Leases") subject to the express rights contained in the Lease, should title applicable lease. The rights of the tenants under the leases to the leased premises and shall not be unreasonably affected by the landlord’s interest in exercise by the Lease be transferred to Lender Trustee (or the Collateral Agent or other representative of the Holders under any Security Agreement) of any of their rights under this Indenture or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the MortgageSecurity Agreements, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of nor shall any such transfertenant be in any other way deprived of its rights under the applicable lease except in accordance with the terms of such lease. In the event that the Trustee (or any Collateral Agent or other representative of the Holders under any Security Agreement) succeeds to the interest of the Company or any Subsidiary Guarantor under a Lease, that: such lease shall not be terminated or affected thereby except as set forth herein or therein, and any sale of the applicable leased premises by the Trustee (aor the Collateral Agent or other representative of the Holders under any Security Agreement) Tenant shall pay to New Owner all rental payments required to be made by Tenant under or pursuant to the terms judgment of any court in an action to enforce the remedies provided for in the Indenture or any of the Lease for Security Agreements shall be made subject to such lease and the remainder rights of such tenant expressly set forth thereunder. If the Trustee (or the Collateral Agent or other representative of the Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior landlord Holders under the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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.any

Attornment. Notwithstanding anything In the event of foreclosure of or other execution on the Security Instrument or conveyance in lieu of foreclosure, which foreclosure, execution or conveyance occurs prior to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in expiration date of the Lease be transferred (the purchaser therein being referred to herein as "Purchaser"), including any extensions and renewals of the Lease now provided thereunder, it is agreed that notwithstanding the subordination of the Lease provided for herein above Tenant shall attorn to Lender or any other person Purchaser and recognize Lender or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the 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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner Purchaser as its landlord, such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default of any prior Tenant's landlord under the Lease, includingand so long as Tenant is not in default under any of the material 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 limitationfurther agreement, Ownerin full force and effect as a direct lease between Lender or Purchaser and Tenant for the remaining term thereof, except where such default is continuing at together with all extensions and renewals now provided thereunder, upon the time New Owner acquires title to the leased premises same terms, covenants and New Owner fails to cure same after receiving notice thereof; (e) New Owner conditions as therein provided, and Lender or Purchaser shall not be subject to any offsets or defenses which Tenant may have against any prior thereafter assume and perform all of Landlord's obligations, as landlord under the Lease, includingand Tenant shall thereafter make all rent payments directly to either Lender or Purchaser, without limitationas the case may be, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title subject to the leased premises limitations contained in Section 4 and New Owner fails Section 8 below. Such attornment as provided herein shall be self-operative without further aid or execution of further instruments by parties to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations the Agreement immediately upon Lender or Purchaser succeeding to the interest of landlord arising Landlord under the Lease following any subsequent transfer of the title to the leased premises by New OwnerLease.

Attornment. Notwithstanding anything to the contrary contained If Lender takes any proceedings in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure respect of the MortgageLeased Premises (including taking possession, Tenant agrees, for the benefit foreclosure or power of New Owner and effective immediately and automatically upon sale) as a result of the occurrence of any such transfera default under the Security Documents, that: (a) Tenant shall pay attorn and be bound to New Owner Lender under all rental payments required to be made by Tenant pursuant to of the terms of the Lease for the remainder balance of the Lease term; (b) Tenant shall be bound to New Owner in accordance term thereof remaining, including any renewals, with all of the provisions of same force and effect as if Lender were the Lease for sublandlord under the remainder of the Lease term; (c) Lease, and Tenant hereby attorns to New Owner Lender as its landlordsublandlord under the Lease, such attornment to be effective and self-operative take effect automatically, without the execution of any further instrument; (d) New Owner shall not be liable for any default instrument on the part of any prior landlord of the parties hereto, immediately upon Lender taking possession of the Leased Premises or foreclosing under the Security Documents or otherwise becoming the owner of the Leased Premises; provided that notwithstanding such attornment, Tenant shall be under no obligation to pay rent or additional rent to Lender by virtue of this Agreement until Tenant receives written notice pursuant to the Security Documents from Lender or its agent (including any receiver or receiver and manager) that a default under the Security Documents has occurred and that Lender is attorning such rents pursuant to the Security Documents. If Lender exercises a power of sale as a result of the occurrence of a default under the Security Documents, Tenant shall attorn and be bound to the purchaser pursuant to such power of sale under all of the terms of the Lease for the balance of the term thereof remaining, including any renewals, with the same force and effect as if the purchaser were the sublandlord under the Lease, includingsuch attornment to take effect automatically, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to execution of any further instrument on the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default part of the prior landlord which is continuing at purchaser or Tenant, immediately upon the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising under the Lease following any subsequent transfer purchaser taking possession of the title Leased Premises. Tenant agrees, however, to execute and deliver at any time and from time to time, upon the leased premises by New Owner.request of Lender or any such purchaser:

Attornment. Notwithstanding anything Tenant agrees to attorn to and recognize as its landlord under the contrary contained in the Lease, should Lease each party acquiring legal title to the leased premises and Property by foreclosure (whether judicial or nonjudicial) of the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) bySecurity Instrument, or deed-in-lieu of judicial foreclosure, or non-judicial foreclosure other sale in connection with enforcement of the MortgageSecurity 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, Tenant agreesSuccessor 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, for the benefit of New however, will any Successor Owner and effective immediately and automatically upon the occurrence of any such transfer, thatbe: (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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default default, act or omission of any prior landlord under the Lease, including, without limitation, Owner, Lease (except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New 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 offsets offset or defenses defense which Tenant may have against any prior landlord under the Lease; provided, includinghowever, without limitation, Owner, except where such offsets or defenses arise out of a default that Tenant shall retain the right to offset (i) to the extent expressly set forth in Section X of the prior landlord 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 is continuing at the time New arise after Successor Owner acquires has acquired legal title to the leased premises Property and/or which are non-monetary and New continuing as of the date EXHIBIT B, FIFTH AMENDMENT 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 cure same after receiving notice thereof; perform any such maintenance and (f) New repair obligations, then Tenant shall have all rights and remedies available to it in the Lease, at law, and in equity. Although the foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall not be liable for any obligations of landlord arising under limited to Successor Owner’s interest in the Lease following any subsequent transfer of the title to the leased premises by New OwnerProperty.

Attornment. Notwithstanding anything Upon request of the holder of any note secured by a mortgage or deed of trust on the Building or Property, Exhibitor will agree in writing that no action taken by such holder to enforce said mortgage or deed of trust shall terminate this Agreement or invalidate or constitute a breach of any of the provisions hereof and Exhibitor will attorn to such mortgagee or holder, or to any purchaser of the Property or Building, at any foreclosure sale or sale in lieu of foreclosure, for the balance of the Term and on all other terms and conditions herein set forth. Exhibitor by entering into this Agreement, covenants and agrees that (a) upon the written direction of Lender it shall pay all rents arising under this Agreement as directed by such Lender; and (b) in the event such Lender enforces its rights under the mortgage or deed of trust due to a default by Show Management, and this Agreement is not extinguished by a foreclosure of the mortgage or deed of trust. Exhibitor will, upon request of any person succeeding to the contrary contained interest of Show Management in the LeaseProperty ("successor in interest") as the result of said enforcement, should title automatically attorn to such successor in interest, without any change in terms or other provisions of this Agreement; provided, however, that said successor in interest shall not be: (i) liable for any previous act or omission of any prior landlord, including Show Management, under this Agreement; (ii) bound by any payment of rent or additional rent for more than one month in advance, except payments in the nature of security but only to the leased premises and extent such payments have been delivered to such successor in interest; (iii) bound by any modifications to the landlord’s interest in Agreement (including any agreement providing to early termination or cancellation of the Lease be transferred to Agreement made without any requisite consent of the Lender or any other person such successor in interest; (iv) bound by any convenant or entity obligation of Show Management to perform, undertake or complete any work in the Premises or to prepare it for occupancy; (“New Owner”v) bybound by any obligation to make any payment to Exhibitor or to grant any credits, or in-lieu of judicial or non-judicial foreclosure of the Mortgageexcept for service, Tenant agreesrepairs, maintenance and restoration provided for the 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 rental payments required under this Agreement to be made performed by Tenant pursuant to Show Management after the terms date of the Lease for the remainder of the Lease termExhibitor's attornment; (bvi) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable responsible for any default of any prior landlord under the Leasefunds, includingincluding security deposits, without limitation, Owner, except where such default is continuing at the time New Owner acquires title owing to the leased premises and New Owner fails to cure same after receiving notice thereof; Exhibitor or (evii) New Owner shall not be subject to any demands, claims, counterclaims, offsets or defenses which Tenant may Exhibitor might have against any prior landlord under the Leaselandlord, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Ownerincluding Show Management.

Attornment. Notwithstanding anything to If the contrary contained interest of Landlord in the Lease, should title to the leased premises Property and the landlord’s interest in under the Lease shall be transferred to Lender acquired by Agent by reason of foreclosure of the Mortgage or any other person act or entity (“New Owner”proceeding(s) bymade or brought to enforce the rights of the Agent, including, but not limited to, by deed in lieu of foreclosure or as a result of any other means, then the Lease and all terms therein, and the rights of Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated, or in-lieu of judicial or non-judicial foreclosure disturbed, except in accordance with the terms of the Mortgagelease, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay be bound to New Owner all rental payments required Agent and Agent shall be bound to be made by Tenant pursuant Tenant, subject to the terms hereof under all of the terms, covenants and conditions of the Lease for the remainder balance of the Lease term; (b) Tenant shall be bound to New Owner in accordance terms, and any renewals thereof with all the same force and effect as if the Agent were the Landlord under the Lease. In the event Agent acquires the interest of the provisions of the Lease for the remainder of the Lease term; (c) Landlord, Tenant hereby attorns agrees to New Owner attorn to Agent as its his landlord, such said attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default other instruments on the part of any prior landlord either party hereto, immediately upon Agent succeeding to the interest of Landlord under the Lease with written notice of same being delivered to Tenant. Upon receipt by Tenant of said written notice from Agent that Agent has succeeded to the interest of Landlord under the Lease, includingTenant will make all payments of monetary obligations due by Tenant under the Lease -at the address provided by Initials Agent in the notice. Tenant agrees, without limitationhowever, Owner, except where such default is continuing at upon the time New Owner acquires election of and written demand by Agent within sixty (60) days after Agent receives title to Property, to execute an instrument in confirmation of the leased premises foregoing provisions, satisfactory to Agent and New Owner fails Tenant, in which Tenant shall acknowledge this agreement to cure same after receiving notice thereof; (e) New Owner attorn which shall set forth the terms and conditions hereof and shall not be subject to deemed or construed, in any offsets way, as expanding or defenses which Tenant may have against any prior landlord modifying Tenant’s obligations as tenant under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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 Ownerspecifically set forth herein.

Attornment. Notwithstanding anything Tenant agrees to attorn to and recognize as its landlord under the contrary contained in the Lease, should Lease each party acquiring legal title to the leased premises and Property by foreclosure (whether judicial or nonjudicial) of the landlord’s interest Security Instrument, deed-in-lien of foreclosure, or other sale in connection with enforcement of the Lease be transferred to Lender Security Instrument or any other person or entity otherwise m satisfaction of the underlying loan (“New Successor Owner”) by, or in-lieu of judicial or non-judicial foreclosure Provided that the conditions set forth in Section 2 above are met at the time Successor Owner becomes owner of the MortgageProperty, Tenant agreesSuccessor Owner shall perform all obligations of the landlord under the Lease arising from and after the date title to the Property is transferred to Successor Owner In no event, for the benefit of New however, will any Successor Owner and effective immediately and automatically upon the occurrence of any such transfer, that: be (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 Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default default, act or omission of any prior landlord under the Lease, including, without limitation, Owner, (except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New 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), (b) subject to any offsets offset or defenses defense which Tenant may have against any prior landlord under the Lease (unless and to the extent related to defaults which are non-monetary and continuing in nature, such that Successor Owner’s failure to cure would constitute a continuing default), (c) bound by any payment of rent or additional rent made by Tenant to Landlord more than 30 days in advance, except to the extent such amounts were actually received by Lender, (d) bound by any modification or supplement to the Lease, includingor waiver of Lease terms, made without limitationLender’s written consent thereto which consent shall not be unreasonably withheld, Ownerconditioned or delayed; (e) liable for the return of any security deposit or other prepaid charge paid by Tenant under the Lease, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and extent such amounts were actually received by Lender, (f) New Owner shall not be 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 or completion of any obligations of landlord arising improvements to the Property or as required under the Lease following for Tenant’s use and occupancy (whenever arising), provided however, this clause (g) shall in no way modify, limit or impair any subsequent transfer obligation of Successor Owner to comply with the title casualty and condemnation restoration provisions included in the Lease. Although the foregoing provisions of this Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments reasonably acceptable to Tenant as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall be limited to Successor Owner’s interest m the leased premises by New OwnerProperty (including the rents, issues and profits therefrom).

Attornment. Notwithstanding anything to the contrary contained in the Lease, should title to the leased premises Tenant and the landlord’s interest in the any guarantor of this Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the 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 Lease term; (b) Tenant shall be bound to New Owner in accordance with a Successor under all of the provisions terms of the this Lease for the remainder balance of the Term, with the same force and effect as if the Successor were Landlord under this Lease. Tenant and any guarantor of this Lease term; (c) Tenant hereby attorns is deemed to New Owner attorn to the Successor as its landlord, such attornment to be effective and self-operative without landlord (but only on the execution of any further instrument; (d) New Owner express condition that Tenant's rights under this Lease shall not be liable disturbed or affected so long as Tenant is not in default beyond any applicable notice and cure periods under the terms of this Lease) and no further documents shall be required to effectuate the attornment. Provided Successor becomes legally bound to Tenant in respect of all of Landlord's duties and obligations accruing under this Lease on and after Successor acquires title, Landlord shall have no further liability under this Lease for duties or obligations thereafter accruing under this Lease and Tenant shall look solely to the Successor for any default subsequent performance due by Landlord. Each written attornment agreement of any prior landlord under the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title Tenant shall: (i) include language to the leased premises effect that, provided Tenant is not in default under this Lease beyond applicable notice and New Owner fails to cure same after receiving notice thereof; (e) New Owner periods, Tenant's rights under this Lease shall not be subject to disturbed or affected by any offsets or defenses which Tenant may have against any prior landlord default by Landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out Deed of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereofTrust; and (fiii) New Owner shall not be liable otherwise include provisions customary for any obligations attornment agreements for commercial real estate leases of landlord arising under the Lease following any subsequent transfer of the title to the leased premises by New Ownerthis type.

Attornment. Notwithstanding anything Tenant agrees that the institution of any action or other proceedings by Lender under the Mortgage in order to the contrary contained in the Lease, should title to the leased premises and the landlordrealize upon Landlord’s interest in the Property shall not result in the cancellation or termination of the Lease be transferred to or Tenant’s obligations thereunder. If Lender or any other person or entity (“New Owner”) by, or in-lieu subsequent purchaser of judicial or non-judicial the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage, Tenant agrees, for Mortgage or the benefit acceptance of New Owner and effective immediately and automatically upon the occurrence a deed or assignment in lieu of foreclosure or by reason of any such transfer, thatother 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) 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 Lease termshall not be terminated, or otherwise affected thereby except as specified herein; (b) Tenant shall be bound attorn to New Owner in accordance with all of the provisions of Purchaser and recognize Purchaser as its landlord under the Lease for the remainder unexpired term of the Lease, subject to Tenant’s right of quiet enjoyment under the Lease term; (c) Tenant hereby attorns to New Owner as its landlordand all other terms and conditions thereof, such 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 instrument; (d) New Owner shall not be liable for any default instruments on the part of any prior 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, includinghowever, without limitation, Owner, except where such default is continuing at the time New Owner acquires title 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 leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord interest of Landlord under the Lease, including, . 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 limitation, Owner, except where such offsets or defenses arise out of a default any obligation to determine the actual existence of the prior landlord which is continuing at the time New Owner acquires title right of Lender or any Purchaser to the leased premises receive such rents and New Owner fails to cure same after receiving notice thereof; and (f) New Owner other amounts. Landlord shall not be liable have no right or claim against Tenant for any obligations of landlord arising 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 following for any subsequent transfer payments sent to Lender pursuant to such written notice. In the event that Tenant makes such payment(s) to Lender as provided for in this Section, Landlord agrees not to commence any action at law or in equity against Tenant to recover: (x) the proceeds of said payment(s); or (y) possession of the title Premises except pursuant to the leased premises by New Ownerexercise of any rights under the Lease. 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 and are the same as now set forth therein.

Attornment. Notwithstanding anything In the event (i) any proceedings are brought for foreclosure, (ii) the exercise of the power of sale under any mortgage or deed of trust encumbering the Property, or (iii) of a termination of Landlord's interest under any ground lease or underlying lease (or the reversion of Landlord's interest) to the contrary contained lessor thereunder, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, or to lessor (or other party taking such reversionary interest) under such ground lease or underlying lease, and recognize such purchaser, grantee or lessor (as the case may be) (hereinafter referred to as a "Successor Landlord") as the Landlord under this Lease, should provided such Successor Landlord assumes, either expressly or by operation of law, the obligations of "Landlord" arising under this Lease after the date title to the leased premises and the landlord’s interest in the Lease be being transferred is so transferred to Lender such purchaser or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, grantee. Tenant agrees, for the 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 rental payments required to be made by Tenant pursuant to the terms of the Lease for the remainder of the Lease term; (b) Tenant agrees that no Successor Landlord shall be (i) bound to New Owner by any payment of Rent for more than one (1) month in accordance with all advance, (ii) bound by any amendment or modification of the provisions of the this 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-operative made without the execution consent of any further instrument; such Successor Landlord, (diii) New Owner shall not be liable for damages for any default breach, act or omission of any prior landlord under the Leaselandlord, including(iv) bound to effect or pay for any construction for Tenant's occupancy, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (ev) New Owner shall not be subject to any offsets claim of offset or defenses which that Tenant may have against any prior landlord under and which have accrued prior to the Lease, including, without limitation, Owner, except where date that such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires Successor Landlord takes legal title to the leased premises Land and New Owner fails to cure same after receiving notice thereof; and the Building, or (fvi) New Owner shall not be liable for the return of any obligations security deposit, unless such security deposit has been physically received by such Successor Landlord. Any such Successor Landlord shall have the right, at any time, to subordinate to this Lease to any instrument to which this Lease is otherwise subordinated by operation of landlord arising under the Lease following any subsequent transfer of the title to the leased premises by New OwnerSection 7.1, above.

Attornment. Notwithstanding anything In the event of the foreclosure of, or exercise of the power of sale under, any Mortgage, or in the event of a deed given in lieu of foreclosure, then (a) upon the request of the purchaser in such foreclosure or sale, or the grantee under such deed in lieu (any such party, the "New Owner"), Tenant shall attorn, without any deductions or setoffs whatsoever, to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon recognize 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 as the terms of the Lease for the remainder of the Lease termLandlord under this Lease; (b) upon the request of the New Owner, Tenant shall be bound to New Owner in accordance with enter into a new lease, containing all of the terms and provisions of this Lease, with the New Owner for the remaining Term, or at the election of the New Owner, this Lease shall automatically become a new lease between Tenant and the New Owner upon the terms and provisions of this Lease for the remainder of remaining Term, and Tenant shall confirm such attornment and new lease in writing within 10 days after the Lease termNew Owner's request therefor; (c) Tenant hereby attorns to New Owner as its landlord, such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be liable for any default act or omission of any Landlord under this Lease occurring prior landlord to the New Owner stepping into the shoes of Landlord, except for the return of the Security Deposit (and all interest accrued thereon) to Tenant as provided under the terms and conditions of this Lease, including, without limitation, Owner, except where such default is continuing at ; and (d) the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject bound by any modification of this Lease that was not consented to any offsets or defenses which Tenant may have against any prior landlord under by the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title or any previous payment of more than one month of Rent that was not consented to by the leased premises and New Owner fails Owner. Tenant waives the provisions of any law that may give or purport to cure same after receiving notice thereof; and (f) New Owner shall not be liable for give to Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of landlord arising Tenant under this Lease in the Lease following event of any subsequent transfer foreclosure, sale or deed in lieu of the title to the leased premises by New Ownerforeclosure.

Attornment. Notwithstanding anything A. If the interests of Lessor shall be transferred to and owned by Lender, its nominee or assignee or purchaser by reason of foreclosure or other proceedings brought in lieu of or pursuant to a foreclosure, or by any other manner, and Lender, its nominee or assignee, or such purchaser succeeds to the contrary contained in interest of the Lessor under the Lease, should title Lessee shall be bound to the leased premises and the landlord’s interest in the Lease be transferred to Lender Lender, its nominee, assignee or any other person or entity (“New Owner”) bysuch purchaser, or in-lieu of judicial or non-judicial foreclosure as applicable, under all of the Mortgageterms, Tenant agrees, for the benefit of New Owner covenants 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 conditions of the Lease for the remainder balance of the Lease term; (b) Tenant shall term thereof remaining and any extensions or renewals thereof which may be bound to New Owner effected in accordance with all of any option therefor in the provisions of Lease, with the Lease for same force and effect as if Lender, its nominee, assignee or such purchaser, as applicable, were the remainder of landlord under the Lease term; (c) Tenant Lease, and Lessee does hereby attorns attorn to New Owner Lender, or its nominee, assignee or purchaser, as the case may be, as its landlord, such said attornment to be effective and self-operative immediately upon Lender, or its nominee, assignee or purchaser, as the case may be, succeeding to the interest of the Lessor under the Lease without the execution of any further instrument; (d) New Owner shall not be liable for any default instruments on the part of any prior landlord of the parties hereto; provided, however, that Lessee shall be under no obligation to pay rent to Lender, or its nominee, assignee or purchaser, as the case may be, by reason of such attornment until Lessee receives written notice from Lender, or its nominee, assignee or purchaser, as the case may be, that such party has succeeded to the interest of the Lessor under the Lease. The respective rights and obligations of Lessee and Lender, includingor their respective nominees, without limitationassignees or purchasers, Owneras the case may be, except where upon such default is continuing at the time New Owner acquires title attornment, to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default extent of the prior landlord which is continuing at then remaining balance of the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations term of landlord arising under the Lease following and any subsequent transfer such extensions and renewals, shall be and are the same as set forth therein; it being the intention of the title parties hereto for this purpose to incorporate the leased premises Lease in this Agreement by New Ownerreference with the same force and effect as if set forth at length herein.

Attornment. Notwithstanding anything Each New Real Property Lease entered into from and after the Closing Date shall, unless otherwise consented to by the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), provide that in the event of the enforcement by the Administrative Agent of any remedy under this Agreement or the Mortgages, the Tenant under such Real Property Lease shall, at the option of the Administrative Agent or of any other Person succeeding to the contrary contained interest of the Administrative Agent as a result of such enforcement, attorn to the Administrative Agent or to such Person and shall recognize the Administrative Agent or such successor in the Lease, should title to the leased premises and the landlord’s interest as lessor under such Real Property Lease without change in the Lease be transferred to Lender provisions thereof; provided, however, the Administrative Agent or any other person or entity (“New Owner”) by, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the 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 Lease term; (b) Tenant shall be bound to New Owner successor in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default of by the Borrower or any prior landlord Restricted Subsidiary under any such Real Property Lease (but the LeaseAdministrative Agent, includingor such successor, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to the continuing obligations of the landlord to the extent arising from and after such succession to the extent of the Administrative Agent’s, or such successor’s, interest in the applicable Mortgaged Property), (iii) any offsets credits, claims, setoffs or defenses which any Tenant may have against the Borrower or any prior landlord under Restricted Subsidiary, (iv) any obligation on the part of the Borrower or any Restricted Subsidiary, pursuant to such Real Property Lease, includingto perform any tenant improvement work, without limitation, Owner, except where such offsets or defenses arise out of a default (v) any obligation on the part of the prior landlord which is continuing at the time New Owner acquires title Borrower or any Restricted Subsidiary, pursuant to such Real Property Lease, to pay any sum of money to any Tenant but only to the leased premises and extent that the Administrative Agent or such successor in interest is not in receipt of any such funds provided for the purpose of covering (i) through (v) above. In addition, each such New Owner fails Real Property Lease shall, unless otherwise consented to cure same after receiving notice thereof; and by the Administrative Agent (f) New Owner which consent shall not be liable for any obligations of landlord arising under unreasonably withheld, delayed or conditioned), provide that, upon the Lease following any subsequent transfer of reasonable request by the title to Administrative Agent or such successor in interest, the leased premises by New OwnerTenant shall execute and deliver an instrument or instruments confirming such attornment.

Attornment. Notwithstanding anything to the contrary contained in the Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-in lieu of judicial or non-judicial nonjudicial foreclosure of the Mortgage, Tenant agrees, for the 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 rental payments required to be made by Tenant pursuant to the terms of the Lease for the remainder of the Lease term; (b) Tenant shall be bound to New Owner in accordance with all of the provisions 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-operative without the execution of any further instrument; (d) New Owner shall not be 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 the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or 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 the leased premises and New Owner fails to cure same after receiving notice thereof; and (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. Notwithstanding anything to In the contrary contained in the Lease, should event that a Successor Landlord acquires title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) byPremises through Foreclosure, or in-lieu of judicial or non-judicial foreclosure of the Mortgage, Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay to New Owner the Lease and all rental payments required to be made by Tenant of the rights of Landlord pursuant to the terms of the Lease for the remainder of the Lease term; shall remain in full force and effect, (b) Tenant shall be bound to New Owner in accordance with the Successor Landlord under all of the provisions of the Lease for the remainder balance of the Lease term; term thereof (including any extensions or renewals thereof which may be effected in accordance with any options contained in the Lease) with the same force and effect as if the Successor Landlord was the original landlord under the Lease, and (c) Tenant hereby attorns shall attorn to New Owner and recognize the Successor Landlord as its landlord, such landlord under the Lease as aforesaid. Tenant further agrees to attorn to: (i) Lender when in possession of the Premises pursuant to Lender’s rights under the Mortgage or the Assignment; and (ii) any receiver appointed in an action or proceeding to foreclose the Mortgage or otherwise pursuant to Lender’s rights under the Mortgage or the Assignment. These provisions of attornment to and recognition shall be effective and self-operative and shall operate automatically without the execution of any further instrument; (d) New Owner shall not be liable for any default instruments on the part of any prior landlord under the Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default either of the prior landlord which is continuing parties hereto. Tenant agrees, however, to execute and deliver at any time, and from time to time, upon the time New Owner acquires title request of Landlord, Lender or any Successor Landlord, any reasonable further instrument or certificate which, Landlord, Lender or such Successor Landlord, as the case may be, deems to the leased premises and New Owner fails be reasonably necessary or appropriate in any such Foreclosure proceeding or conveyance or otherwise to cure same after receiving notice thereof; and (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 Ownerevidence such attornment.

Attornment. Notwithstanding anything to the contrary contained in the Lease, should title to the leased premises Property and the landlordOwner’s interest in the Lease be transferred to Lender or any other person or entity (“New Owner”) by, or in-in lieu of judicial or non-judicial foreclosure of the MortgageMortgage (collectively, Tenant a “Transfer”), Subtenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transferTransfer, that: (a) Tenant Subtenant shall pay to New Owner all rental payments required to be made by Tenant Subtenant pursuant to the terms of the Lease for the remainder of the Lease term; (b) Tenant Subtenant shall be bound to New Owner in accordance with all of the provisions of the Lease for the remainder of the Lease term; (c) Tenant Subtenant hereby attorns to New Owner as its landlord, such attornment to be effective and self-operative without the execution of any further instrument; (d) New Owner shall not be 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 the leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant Subtenant may have against any prior landlord under the Lease, including, without limitation, Owner, except where such offsets or defenses arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (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.