Attornment. Tenant covenants and agrees that in the event that any proceedings are brought for the foreclosure of any mortgage or deed of trust, or if any ground or master lease is terminated, it shall attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground or master lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as “Landlord” under this Lease. In the event that the holder of any such mortgage or deed of trust becomes the “Landlord” under this Lease, such holder shall not be liable for any act or omission of Landlord which occurred prior to such holder’s acquisition of title.

Attornment. Excluding the payment of Rent, all restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee, licensee, concessionaire or other occupant or transferee with respect to the premises it occupies, and Tenant shall cause such person to comply with such restrictions and obligations. Any assignee shall be deemed to have assumed obligations as if such assignee had originally executed this Lease and at Landlord’s request shall execute promptly a document confirming such assumption. Each sublease is subject to the condition that if the Lease Term is terminated or Landlord succeeds to Tenant’s interest in the Premises by voluntary surrender or otherwise, the sublease shall terminate unless Landlord, at Landlord’s option, elects by written notice to the subtenant to have the subtenant be bound to Landlord for the balance of the term of such sublease and, in such event, such subtenant shall attorn to and recognize Landlord as its landlord under the then executory terms of such sublease, which attornment shall be on Landlord’s standard form.

Attornment. ​ and Tenant agree that, subject to Section 2 above, upon the conveyance of the Property to ​ or any other transferee (the “Transferee”) by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Transferee and the Transferee shall accept such attornment; provided, however, that the provisions of the Mortgage shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards and the Transferee shall not be # obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, it being agreed, however, that any right of offset expressly provided for in the Lease shall not be impaired by reason hereof; # liable # for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, except to the extent such failure continues after such date, is capable of being cured by Transferee (i.e. is a failure that is not personal to Landlord, such as, by way of example only, a bankruptcy) and the Transferee has received notice and an opportunity to cure such failure pursuant to Section 6 below, or # for any act or omission of Landlord, whether prior to or after such foreclosure or sale but shall remain responsible to cure any defaults to the extent same pertains to providing building services and repairs which continue after the date the Transferee becomes the owner of the Property, # required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, # required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, it being agreed, however, that any right of offset expressly provided for in the Lease shall not be impaired by reason hereof, # subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which the Transferee shall become the owner of the Property, except to the extent that any such offsets or abatements shall be expressly set forth in the Lease, # 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, # bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance (or prior to one (1) regularly scheduled payment period in the case of additional rent) to any prior Landlord unless # such sums are actually received by the Transferee or # such prepayment shall have been expressly approved of by the Transferee in writing, # bound to make any payment to Tenant which was required under the Lease, or otherwise, it being agreed, however, that any right of offset expressly provided for in the Lease shall not be impaired by reason hereof, # bound by any agreement # amending or modifying the material terms of the Lease, # terminating the Lease or # accepting the surrender of the premises demised under the Lease, in any event made without the ​’s prior written consent prior to the time the Transferee succeeded to Landlord’s interest or # bound by any assignment of the Lease or sublease of the premises demised under the Lease, 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.

This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination.

Subordination, Non-Disturbance and Attornment Agreement. The Agent shall have received a subordination, non-disturbance and attornment agreement from each Tenant required by the Agent in form and substance reasonably satisfactory to the Agent, duly executed by the Borrowers and such Tenant.

the ground lessor and the Permitted Encumbrances or # is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

liable for any act or omission of Sublandlord, the then sublandlord or any predecessor sublandlord under the Sublease, except to the extent that such act or omission continues after the date of the attornment;

The Ground Lease either # is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or # is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

be liable for any previous act or omission of Landlord under this lease, except as to any continuing act or ommission, in which event the successor shall only be liable to the extent such act or omission existed during its period as successor Landlord hereunder; provided Tenant shall have given any notice required by any non-disturbance and attornment agreement among Landlord, Tenant and such ​ or superior lessor;

All Leases entered into after the date of this Deed of Trust shall contain # provisions pursuant to which tenant agrees that such Lease is subordinate to the lien of this Deed of Trust and that the tenant will attorn to the purchaser of the Property following a foreclosure of the same; provided, such attornment is subject to customary non-disturbance provisions, and # a provision authorizing the tenant thereunder to pay the Rents to Beneficiary upon notice of an Event of Default.

Subtenant agrees that, to the extent that the Sublease provides for a rental which is more than the Annual Rental and recurring additional rent payable by Sublandlord from time to time throughout the term of the Prime Lease with respect to or allocable to the Subleased Premises (the “Increased Rent”), the rent payable under the Prime Lease will automatically and without condition become equal to the Increased Rent, if, as and when the attornment provided for herein becomes effective between Landlord and Subtenant and Subtenant shall be obligated to pay such amounts on the dates specified in the Prime Lease for the payment of Annual Rental and additional rent, as applicable. Upon such attornment, the Prime Lease shall, automatically and without further act required on the part of any party, be deemed amended to accomplish the foregoing provisions of this [Section 6]; provided that, at Landlord’s request, Subtenant shall execute and exchange any instrument Landlord may reasonably request to confirm such amendment. The parties hereto agree that, for purposes of this Agreement, all Annual Rental and additional rent under the Sublease shall be deemed allocated to the Subleased Premises on a proportionate basis (based on square footage).

Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments evidencing such non-disturbance, subordination and attornment of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be reasonably required by Landlord, it being expressly understood that any Lender’s required form of non-disturbance, subordination and attornment shall be deemed to be a commercially reasonable instrument for purposes of this Section. If any Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors.

In the event of attornment hereunder, Landlord’s liability shall be limited to matters arising during Landlord’s ownership of the Building, and in the event that Landlord (or any successor owner) shall convey or dispose of the Building to another party, such party shall thereupon be and become landlord hereunder and shall be deemed to have fully assumed and be liable for all obligations of this Consent or the Sublease to be performed by Landlord which first arise after the date of conveyance, including the return of any security deposit, and Tenant shall attom to such other party, and Landlord (or such successor owner) shall, from and after the date of conveyance, be free of all liabilities and obligations hereunder not then incurred. The liability of Landlord to Sublessee for any default by landlord under this Consent or the Sublease after such attornment, or arising in connection with Landlord’s operation, management, leasing, repair, renovation, alteration, or any other matter relating to the Building or the Sublease Premises, shall be limited to the interest of the Landlord in the Building and related land (and proceeds thereof). Under no circumstances shall any present or future general partner of Landlord (if Landlord is a partnership) have any personal liability for the performance of Landlord’s obligations under this Consent or the Sublease.

that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and