Attornment. Subject to the provisions of [Section 20.1] being complied with to Tenant’s benefit, if, at any time prior to the expiration of the Term, the Mortgagee shall become the owner of the Property as a result of foreclosure of its mortgage or conveyance of the Property, or become a mortgagee in possession of the Property or the Building, Tenant agrees, at the election and upon demand of any owner of the Property or the Building, or of the holder of any Superior Mortgage (including a leasehold mortgagee) in possession of the Property or the Building, to attorn from time to time to any such owner, holder or lessee upon the then executory terms and conditions of this Lease, provided that such owner, holder or lessee, as the case may be, shall then be entitled to possession of the Premises. Such successor in interest to Landlord (“Successor”) shall not be bound by # any payment of Fixed Rent or Additional Rent for more than one month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, or # any amendment, modification or termination of this Lease made or entered into after the date of execution of the Superior Mortgage without the consent of the Mortgagee or Successor whose name is disclosed to Tenant (except that any Successor agrees to be bound by and subject to any termination of this Lease after the date hereof as a result of Tenant exercising Tenant’s termination rights under [Sections 12.2 or 13.1]1] of this Lease or [Section 14] of the Work Letter on the terms and conditions contained therein), or # any offsets which may be asserted by Tenant against payments of Rent as a result of any default by or claims against Landlord hereunder arising prior to the date such Successor takes possession of the Premises (except that any Successor agrees to be bound by and subject to any abatement or offset against Rent after the date hereof as a result of Tenant exercising Tenant’s rights under [Sections 11.7, 12.1, 13.2, 35.1]1]1]1] 36.1 and 37.2 of this Lease and [Section 14] of the Work Letter on the terms and conditions contained therein), or # other than repair and maintenance obligations arising from and after the date of such succession and the obligations contained in the third paragraph of Section 5 of the SNDA, any obligation by Landlord as lessor hereunder to perform any work or grant any concession without the mortgagee’s express assumption of such obligation to perform work or grant such concession. The foregoing provisions of this Section shall inure to the benefit of any such owner, holder or lessee, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions, although Tenant shall execute such an instrument upon the request of the Mortgagee, provided the provisions of [Section 20.1] are complied with to Tenant’s benefit.

Attornment. If the interest of Landlord under the Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of the Mortgage, pursuant to the taking of a deed in lieu of foreclosure (or similar device) or as a result of the exercise of any power of sale under the Mortgage, Tenant shall be bound to the Successor and, except as provided herein, the Successor shall be bound to Tenant, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining, with the same force and effect as if the Successor were the landlord, and Tenant does hereby # agree to attorn to the Successor as its landlord, # affirm its obligations under the Lease, and # agree to make payments when due of all sums due under the Lease to the Successor, said attornment, affirmation and agreement to be effective and self-operative upon Tenant and the Successor without the execution of any further instruments. Tenant shall, at the request of Successor, execute, acknowledge and deliver such further commercially reasonable instruments evidencing such attornment as are reasonably desired by the Successor. Tenant waives the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Lease or the obligations of Tenant thereunder by reason of any foreclosure or similar proceeding. Anything in the Lease to the contrary notwithstanding, in the event that a Successor shall succeed to the interests of Landlord under the Lease, the Successor shall have no obligation, nor incur any liability, beyond its then interest, if any, in the Premises and Tenant shall look exclusively to such interest of the Successor, if any, in the Premises for the payment and discharge of any obligations imposed upon the Successor hereunder or under the Lease. Tenant agrees that with respect to any judgment which may be obtained by Tenant against the Successor, Tenant shall look solely to the estate or interest owned by the Successor in the Premises and Tenant will not collect or attempt to collect any such judgment out of any other assets of the Successor.

Attornment. If Lender succeeds to the interest of Landlord, as landlord under the Lease, or if the Property or the Premises are sold pursuant to Lender’s rights under the Security Documents to a purchaser (“Purchaser”), Tenant shall attorn to Lender or to Purchaser and shall recognize Lender, or such Purchaser, thereafter as landlord under the Lease and agrees to be bound under all the terms, covenants and conditions of the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments.

Attornment. 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 Landlord’s interest in the Leased Premises, Tenant shall, upon request of any person succeeding to the interest of such lender as result of such enforcement, automatically become the Tenant of said successor-in-interest without change in the terms or other provisions of this Lease, provided, however, that said successor-in-interest shall not be # 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, # liable for any act or omission of any previous landlord (including Landlord), provided that as successor landlord it shall be obligated to cure any continuing default of the prior landlord of which it has received prior written notice and shall be liable for acts or omissions accruing or arising after such successor’s succession to the position of landlord and commencement of control and management of the Property, # subject to any offset, defense, recoupment or counterclaim that Tenant may have given to any previous landlord (including Landlord), or # 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 said 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. If at any time prior to the expiration of the Term of this Lease, any Mortgagee comes into possession of the Premises, Tenant shall, at the election and upon the demand of any owner of the Premises, or of any Mortgagee-in-possession of the Premises, attorn, from time to time, to any such owner, Mortgagee, or any person or entity acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Mortgage or the granting of a deed in lieu of foreclosure, upon the then-executory terms and conditions of this Lease, for the remainder of the Term provided that such Mortgagee-in-possession of the Premises agrees not to disturb Tenant’s possession of the Premises and rights under this Lease so long as Tenant is not in default of its obligations under this Lease, following all applicable notice and cure periods. Any such subordination, non-disturbance and attornment agreement shall be on customary terms and mutually satisfactory to Landlord, Tenant and such Mortgagee.

Attornment. In the event that Landlord transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated # Tenant shall attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Tenant and such new owner, and # Landlord shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Landlord’s obligations, except that such new owner shall not: # be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; # be subject to any offsets or defenses which Tenant might have against any prior lessor, # be bound by prepayment of more than one (1) month’s rent, or # be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.

Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated # Lessee shall, subject to the non­disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, for the remainder of the term hereof and # Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: # be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; # be subject to any offsets or defenses which Lessee might have against any prior lessor, # be bound by prepayment of more than one month's rent, or # be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.

ATTORNMENT. If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of the termination of any ground or underlying leases or by reason of foreclosure or other proceedings for enforcement of any mortgage on the Leased Premises, Tenant shall, at the election of such transferee, be bound to such transferee (herein sometimes called the “Successor Landlord”) for the balance of the term hereof remaining, and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, with the same force and effect as if the Successor Landlord were Landlord under this Lease, and Tenant does hereby agree to attorn to the Successor Landlord, including the mortgagee under any such mortgage or the lessor under any such ground lease if it be the Successor Landlord, as its landlord under this Lease upon the then existing terms of this Lease. The foregoing attornment shall be effective and self-operative without the execution of any further instruments, upon the Successor Landlord succeeding to the interest of Landlord under this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any reasonable instrument(s) which Successor Landlord or its prospective mortgagee may deem desirable to evidence said attornment by Tenant. In the event of such transfer of Landlord's interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease or otherwise and Landlord's successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of “Landlord” arising during the period of such

Attornment. Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord in respect of the land and the buildings governed by this Lease upon any foreclosure of any mortgage or deed of trust upon such land or buildings or upon the execution of any deed in lieu of foreclosure in respect to such deed of trust. Tenant shall pay all rental payments required to be made pursuant to the terms of this Lease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self-operative without the execution of any further instrument immediately upon Landlord’s lender succeeding Landlord’s interest in this Lease and giving written notice thereof to Tenant. If requested, Tenant shall execute and deliver an instrument or instruments confirming its attornment as provided for herein; provided, however, that no such beneficiary or successor-in-interest shall be bound by any payment of Base Rent for more than one (1) month in advance, or any amendment or modification of this Lease made without the express written consent of such beneficiary where such consent is required under applicable loan documents. Landlord’s lender shall not be liable for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Lease, nor for the return of any sums which Tenant may have paid to Landlord under this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Landlord to Landlord’s lender. If Landlord’s lender, by succeeding to the interest of Landlord under this Lease, should become obligated to perform the covenants of Landlord hereunder, then, upon, any further transfer of Landlord’s interest by Landlord’s lender, all such obligations shall terminate as to Landlord’s lender.

Attornment. For the purpose of all legal proceedings this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to entertain any action arising under this Agreement. The Corporation and the Indemnified Party each hereby attorn to the jurisdiction of the courts of the Province of Ontario.