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200905832 acquiring the interest of the lessor under the Lease as a result of any such action or proceeding, and the successors and assigns thereof (hereinafter called the "Purchaser") shall not be (a) liable for any act or omission of any prior lessor under the Lease (including Landlord) except to the extent same constitutes a continuing default under the Lease fallowing Purchaser's acquisition of title; (b) subject to any offsets or defenses which the lessee under the Lease might have against any prior lessor under the Lease (including Landlord) except for offsets arising under the Lease after Lender has received notice and opportunity to cure pursuant to Paragraph 5 below' and except that Tenant shall in any case retain and have the offset rights specified in Paragraph 5 of the Third Amendment To Lease; (c) bound by any base rent, percentage rent or any other payments which the lessee under the Lease might have paid for more than sixty (60) days in advance of the due date to any prior lessor (including Landlord) under the Lease unless paid to Lender or otherwise actually received by Lender (and all such payments shall remain due and awing notwithstanding any such advance payment beyond the current month); or (d) liable for any security deposit or other sum held by any prior lessor under the Lease (including Landlord) unless paid to Lender or otherwise actually received by Lender. It is understood that non-disturbance of Tenant and its rights under the Lease as aforesaid is expressly conditioned upon there being no default by Tenant beyond applicable notice and cure periods under the Lease at the time of foreclosure; however, Tenant acknowledges and agrees that such condition is for the sole benefit of the Purchaser and that the Purchaser shall have the right, at its sale and exclusive option, to waive such condition in connection with its acquisition of the Property by the foreclosure without any notice to Tenant, in which case the non-disturbance of Tenant shall be and remain effective so that Tenant and its rights under the Lease shall not be affected by the foreclosure, notwithstanding the default. Any such election by the Purchaser shall not, however, waive the default or any rights or remedies of the Purchaser as lessor under the Lease as a consequence thereof. 2. Attornment. If the interests of the lessor under the Lease shall be transferred by reason of any foreclosure, exercise of private power of sale or other proceeding far enforcement of the Mortgage, the Purchaser shall be deemed to have assumed the obligations of the lessor under the Lease thereafter arising, accruing or to be performed, and the lessee thereunder, after notice of such succession, shall be bound to the Purchaser under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease with the same force and effect as if the Purchaser were the original lessor under the Lease. Tenant, as lessee under the Lease, does hereby attorn to and agree to attorn to the Purchaser, including the Lender if it be the Purchaser, as its lessor under the Lease in such case. Said attornment and the provisions of this Agreement shall be effective and self-operative without the execution of any further instruments. The parties will, however, on request of either, execute and deliver documents in confirmation of such attornment. The respective rights and obligations of Purchaser 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. z ~ i zzos_3.doo