Common use of Recognition and Attornment Clause in Contracts

Recognition and Attornment. Lessor agrees within twenty (20) days after request of ▇▇▇▇▇▇ to execute and deliver to Lessee for delivery to any sublessee of all or part of the Leased Premises a recognition agreement stating, in effect, in recordable form and otherwise in form reasonably satisfactory to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's rights under the sublease and the rights of subcontractors's Leasehold Mortgagee as if Lessor were the original sublessee, notwithstanding any default under and termination of this Agreement; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms of the sublease (but subject to the terms of this Agreement and the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act or omission of any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (b) subject to any offsets or defenses which such subcontractors may have against any prior sub-landlord (including, without limitation, the then defaulting sub-landlord ), or (c) bound by any payment of rent which such subcontractors might have paid for more than the current month to any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased by such sublease, or (e) bound by any obligation to make any payment to such subcontractors provided, however, that Lessor shall continue to procure and deliver, or cause to be delivered, any grant provided by the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 hereof.

Recognition and Attornment. Lessor agrees within twenty (20) days after request of ▇▇▇▇▇▇ If following the notice required by, and operation of, Section 3 hereof, the applicable Ground Lease shall be terminated, then: a. The Lease shall continue in full force and effect as a direct Lease between the applicable Owner and Tenant with respect to execute and deliver to Lessee for delivery to any sublessee of all or part the portion of the Leased Demised Premises a recognition agreement stating, in effect, in recordable form subject to such Ground Lease. Such Owner shall recognize and otherwise in form reasonably satisfactory agree to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's honor all of Tenant’s rights under the sublease and Lease with respect to the portion of the Demised Premises subject to such Ground Lease (subject to the rights of subcontractors's Leasehold Mortgagee as if Lessor were the original sublesseeany leasehold mortgagee), notwithstanding any default under and termination shall assume all of this Agreement; provided, that there is no uncured event of default then existing Landlord’s obligations under the sublease which entitles Lease with respect to the Lessor thereunder immediately to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all portion of the terms of the sublease (but Demised Premises subject to the terms of this Agreement and Ground Lease, provided, however, that such Owner shall not be subject to any claims, offsets or defenses which Tenant might have against any prior landlord under the recognition agreementLease (including Landlord). Any , nor shall such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) Owner be liable for any act or omission of any prior sub-landlord under the Lease (including, without limitation, the then defaulting sub-landlordincluding Landlord), or (b) subject to any offsets or defenses which nor shall such subcontractors may have against any prior sub-landlord (including, without limitation, the then defaulting sub-landlord ), or (c) Owner be bound by any payment of rent or additional rent which such subcontractors Tenant might have paid for more than the current month to any prior sub-landlord thirty (including30) days in advance, without limitation, the then defaulting sub-landlord), or (d) nor shall such Owner be bound by any covenant security deposit which Tenant might have paid unless the same shall have been transferred by Landlord to undertake or complete such Owner, nor shall any construction of the Leased Premises or any portion thereof Leased by such sublease, or (e) Owner be bound by any amendment or modification of the Lease made without such Owner’s prior written consent (other than any amendment or modification of the Lease for the sole purpose of memorializing the exercise of a right or option expressly provided in the Lease), nor shall such Owner have any obligation to perform any of Landlord’s construction covenants under Section 4.1 and Exhibit B of the Lease, or to make any payment of Tenant Improvement Allowance pursuant to Section 4.3 of the Lease, nor shall any Owner be subject to any claims, offsets or defenses which Tenant might have against any of the other Owners, nor shall any Owner be liable for any act or omission of any of the other Owners with respect to any agreement between Landlord and/or Tenant and the other Owners; b. Tenant shall attorn to each Owner as its landlord, said attornment to be effective and self-operative without the execution of any further instruments. Tenant shall be under no obligation to pay rent to any Owner until Tenant receives written notice substantially in the form of Exhibit A attached hereto from such Owner that it has terminated the applicable Ground Lease. Upon receipt of such notice, Tenant shall pay to the Owners, through the property manager (as described in Section 4.c below) the entire rent due under the Lease from time to time, and such property manager shall be responsible to allocate and pay such rent to the Owners in the following percentages: Bent: 44.88%, ▇▇▇▇▇▇▇: 46.13%, and Landlord: 8.99%. Such notice shall be provided to Tenant at least thirty (30) days prior to Tenant having any obligation to pay rent to such subcontractors Owner, provided, however, that Lessor from and after the date Tenant shall continue have received written notice from such Owner that it has succeeded to procure and deliverLandlord’s interest under the Lease, or cause to be delivered, any grant provided by all then accrued rent under the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor Lease that shall not have been provided copies paid to Landlord shall be held by Tenant for the account of such Owner, and approved paid to such Owner within thirty (30) days after receipt of such notice, it being understood that Tenant shall not be entitled to any period of free rent as set forth a result of such Owner succeeding to Landlord’s interest under the Lease; and c. So long as Landlord shall not be in Section 22 hereofdefault of any of its obligations as lessee under the Ground Lease beyond any applicable notice and cure period, the Owners agree that notwithstanding anything to the contrary in the Lease or this Agreement, Landlord or any assignee of its affiliate interest in the property located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, or another third party designated by Landlord or such assignee and acceptable to all of the Owners (the “Urban Spaces Entity”) shall assume and be responsible for the duties and obligations of Landlord under the Lease as the property manager thereof. In the event of a default by Landlord of any of its obligations as lessee under either Ground Lease beyond any applicable notice and cure period, the Owners and Landlord agree that, notwithstanding anything to the contrary in the Lease, either Ground Lease or this Agreement, Bent and ▇▇▇▇▇▇▇ shall have the right, in their sole discretion, to replace the Urban Spaces Entity with another entity acceptable to Bent and ▇▇▇▇▇▇▇, which entity shall serve as the property manager under the Lease for and on behalf of the Owners. In addition, notwithstanding anything to the contrary contained herein, in the event of a termination of either Ground Lease, Tenant may look to such property manager as the party primarily liable to perform all landlord obligations under the Lease without allocation for the applicable parcel to which such obligation pertains.

Recognition and Attornment. Lessor agrees within twenty (20) days after request of ▇▇▇▇▇▇ to execute and deliver to Lessee for delivery to any sublessee of all or part of the Leased Premises a recognition agreement stating, in effect, in recordable form and otherwise in form reasonably satisfactory to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's rights under the sublease and the rights of subcontractors's Leasehold leasehold Mortgagee as if Lessor were the original sublessee, notwithstanding any default under and termination of this Agreement; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms of the sublease (but subject to the terms of this Agreement Section 23 and the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act or omission of any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlordLessor), or (b) subject to any offsets or defenses which such subcontractors Entity may have against any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlord Lessor ), or (c) bound by any payment of rent which such subcontractors Entity might have paid for more than the current month to any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlordLessor), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased demised by such sublease, or (e) bound by any obligation to make any payment to such subcontractors Entity provided, however, that Lessor shall continue to procure and deliver, or cause to be delivered, any grant provided by the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 21 hereof.

Recognition and Attornment. Lessor agrees within twenty (20) days after request If Lender succeeds to the interest of ▇▇▇▇▇▇ to execute and deliver to Lessee for delivery to any sublessee of all Landlord in the Property or part of the Leased Premises a recognition agreement stating, in effect, in recordable form and otherwise in form reasonably satisfactory to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's rights under the sublease Lease, the Lease and all terms in it, and the rights of subcontractors's Leasehold Mortgagee as if Lessor were the original sublessee, notwithstanding any default under and termination of this Agreement; provided, that there is no uncured event of default then existing Tenant under the sublease which entitles the Lessor thereunder immediately Lease, will continue in full force and effect and will not be altered, terminated, or disturbed, and Tenant shall be bound to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon Lender under all of the terms terms, covenants, and conditions of the sublease (but Lease for the balance of the lease term with the same force and effect as if Lender were the landlord under the Lease. In such event, Tenant shall attorn to Lender as its landlord, such attornment to be effective and self-operative without the execution of any other instruments on the part of Lender or Tenant, immediately upon Lender succeeding to the interest of Landlord under the Lease. Provided, however, subject to Paragraph 6 below, Tenant is under no obligation to pay Lender any monetary obligation set forth in the terms of this Agreement and the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request Lease until Tenant receives written notice from Lender that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act Lender has succeeded to the interest of Landlord in the Property or omission of any prior sub-landlord (includingunder the Lease, without limitation, the then defaulting sub-landlord), or or (b) subject Lender has posted the Property for foreclosure with such notice being sent to any offsets Tenant postage prepaid, certified mail, return receipt requested at Tenant’s address as shown in the Lease. Upon receipt by Tenant of such notice from Lender, Tenant shall make all payments of monetary obligations due by Tenant under the Lease to Lender or defenses which as Lender may in writing direct. The respective rights and obligations of Tenant and Lender upon such subcontractors may have against any prior sub-landlord (includingattornment, without limitation, to the extent of the then defaulting sub-landlord ), or (c) bound by any payment of rent which such subcontractors might have paid for more than the current month to any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (d) bound by any covenant to undertake or complete any construction remaining balance of the Leased Premises or any portion thereof Leased by such sublease, or (e) bound by any obligation to make any payment to such subcontractors provided, however, that Lessor lease term shall continue to procure be and deliver, or cause to be delivered, any grant provided by are the Dormitory Authority of the State of New York same as are then in existence between Tenant and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved Landlord as set forth in Section 22 hereofthe Lease. Tenant shall be entitled to rely on any such notice without duty of inquiry or investigation, and Landlord shall have no claim against Tenant for any amounts paid to Lender pursuant to any such notice.

Recognition and Attornment. Lessor agrees within twenty (20) days after request of ▇▇▇▇▇▇ to execute and deliver to Lessee for delivery to any sublessee of all or part of the Leased Premises a recognition agreement stating, in effect, in recordable form and otherwise in form reasonably satisfactory to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's rights under the sublease and the rights of subcontractors's Leasehold leasehold Mortgagee as if Lessor were the original sublessee, notwithstanding any default under and termination of this Agreement; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms of the sublease (but subject to the terms of this Agreement Section 23 and the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act or omission of any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlordLessor), or (b) subject to any offsets or defenses which such subcontractors Entity may have against any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlord Lessor ), or (c) bound by any payment of rent which such subcontractors Entity might have paid for more than the current month to any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlordLessor), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased demised by such sublease, or (e) bound by any obligation to make any payment to such subcontractors provided, however, that Lessor shall continue to procure and deliver, or cause to be delivered, any grant provided by the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, orsubcontractors (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 21 hereof.

Recognition and Attornment. Lessor agrees within twenty (20) days after request of ▇▇▇▇▇▇ to execute and deliver to Lessee for delivery to any sublessee of all or part of the Leased Premises a recognition agreement stating, in effect, in recordable form and otherwise in form reasonably satisfactory to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's rights under the sublease and the rights of subcontractors's Leasehold Mortgagee as if Lessor were the original sublessee, notwithstanding any default under and termination of this Agreement; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms of the sublease (but subject to the terms of this Agreement and the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act or omission of any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (b) subject to any offsets or defenses which such subcontractors may have against any prior sub-landlord (including, without limitation, the then defaulting sub-landlord ), or (c) bound by any payment of rent which such subcontractors might have paid for more than the current month to any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased by such sublease, or (e) bound by any obligation to make any payment to such subcontractors provided, however, that Lessor shall continue to procure and deliver, or cause to be delivered, any grant provided by the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 26 hereof.

Recognition and Attornment. Lessor agrees within twenty (20) days after request of ▇▇▇▇▇▇ to execute and deliver to Lessee for delivery to any sublessee of all or part of the Leased Premises a recognition agreement stating, in effect, in recordable form and otherwise in form reasonably satisfactory to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's rights under the sublease and the rights of subcontractors's Leasehold leasehold Mortgagee as if Lessor were the original sublessee, notwithstanding any default under and termination of this Agreement; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms of the sublease (but subject to the terms of this Agreement Section 25 and the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act or omission of any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlordLessor), or (b) subject to any offsets or defenses which such subcontractors Entity may have against any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlord Lessor ), or (c) bound by any payment of rent which such subcontractors Entity might have paid for more than the current month to any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlordLessor), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased demised by such sublease, or (e) bound by any obligation to make any payment to such subcontractors Entity provided, however, that Lessor shall continue to procure and deliver, or cause to be delivered, any grant provided by the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 28 hereof.

Recognition and Attornment. Lessor agrees within twenty (20) days after request If Lender or any Purchaser succeeds to the interest of ▇▇▇▇▇▇ to execute and deliver to Lessee for delivery to any sublessee of all or part of the Leased Premises a recognition agreement stating, in effect, in recordable form and otherwise in form reasonably satisfactory to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's rights Landlord under the sublease Lease and all terms therein, and the rights of subcontractors's Leasehold Mortgagee as if Lessor were Tenant thereunder, the original sublesseeLease shall continue in effect, notwithstanding any default shall not be altered, terminated, or disturbed, and Tenant shall be bound to Lender or such Purchaser under and termination of this Agreement; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms terms, covenants and conditions of the sublease Lease for the balance of the term of the Lease as specified in the Lease (but subject the “Term”), with the same force and effect as if Lender or such Purchaser were the landlord under the Lease except that, notwithstanding anything to the terms contrary herein or in the Lease, the provisions of this Agreement the Mortgage will govern with respect to the disposition of proceeds of insurance policies or condemnation or eminent domain awards. In such event, Tenant shall attorn to Lender or such Purchaser as its landlord, such attornment to be effective and self-operative without the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act or omission execution of any prior sub-landlord (includingother instruments on the part of Lender, without limitationsuch Purchaser or Tenant, immediately upon Lender or such Purchaser succeeding to the then defaulting sub-landlord), or (b) subject to any offsets or defenses which such subcontractors may have against any prior sub-landlord (including, without limitation, interest of Landlord under the then defaulting sub-landlord ), or (c) bound by any payment of rent which such subcontractors might have paid for more than the current month to any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased by such sublease, or (e) bound by any obligation to make any payment to such subcontractors providedLease. Provided, however, Tenant shall be under no obligation to pay any monetary obligation set forth in the Lease to Lender or such Purchaser until Tenant receives written notice from Lender or such Purchaser that Lessor Lender has succeeded to the interest of Landlord under the Lease. Upon receipt by Tenant of such notice from Lender or such Purchaser, Tenant shall continue make all payments due by Tenant under the Lease to procure Lender or such Purchaser or as Lender or such Purchaser may in writing direct. The respective rights and deliverobligations of Tenant and Lender or such Purchaser upon such attornment, or cause to be delivered, any grant provided by the Dormitory Authority extent of the State then remaining balance of New York the Term, shall be and any related allowance which Lessee is obligated to procure and deliver under any subleaseare the same as are then in existence, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 hereofthe Lease.

Recognition and Attornment. Lessor agrees within twenty (20) days after request of ▇▇▇▇▇▇ to execute and deliver to Lessee for delivery to any sublessee of all or part of the Leased Premises a recognition agreement stating, in effect, in recordable form and otherwise in form reasonably satisfactory to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's rights under the sublease and the rights of subcontractors's Leasehold leasehold Mortgagee as if Lessor were the original sublessee, notwithstanding any default under and termination of this Agreement; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms of the sublease (but subject to the terms of this Agreement Section 23 and the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act or omission of any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlordLessor), or (b) subject to any offsets or defenses which such subcontractors Entity may have against any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlord Lessor ), or (c) bound by any payment of rent which such subcontractors Entity might have paid for more than the current month to any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlordLessor), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased demised by such sublease, or (e) bound by any obligation to make any payment to such subcontractors Entity provided, however, that Lessor shall continue to procure and deliver, or cause to be delivered, any grant provided by the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 26 hereof.

Recognition and Attornment. Lessor agrees within twenty Upon Successor Landlord taking title to the Property (20i) days after request Successor Landlord shall be bound to Tenant under all the terms and conditions of ▇▇▇▇▇▇ the Lease (except as provided in this Agreement); (ii) Tenant shall recognize and attorn to execute Successor Landlord as Tenant’s direct landlord under the Lease as affected by this Agreement; and deliver (iii) the Lease shall continue in full force and effect as a direct lease, in accordance with its terms (except as provided in this Agreement), between Successor Landlord and Tenant. Tenant hereby acknowledges that pursuant to Lessee for delivery the Mortgage and assignment of rents, leases and profits, Landlord has granted to the Mortgagee an absolute, present assignment of the Lease and Rents which provides that Tenant continue making payments of Rents and other amounts owed by Tenant under the Lease to the Landlord and to recognize the rights of Landlord under the Lease until notified otherwise in writing by the Mortgagee. After receipt of such notice from Mortgagee, the Tenant shall thereafter make all such payments directly to the Mortgagee or as the Mortgagee may otherwise direct, without any sublessee of all or further inquiry on the part of the Leased Premises a recognition agreement statingTenant. Landlord EXHIBIT B MASTER LAND AND BUILDING LEASE (Pool 3) specifically agrees that Tenant may conclusively rely upon any written notice Tenant receives from Mortgagee notwithstanding any claim by Landlord contesting the validity of any term or condition of such notice, in effectincluding, in recordable form and otherwise in form reasonably satisfactory to Lesseebut not limited to, that it will not terminate the sublease or evict the sublesseeany default claimed by Mortgagee, and will recognize the subcontractors's rights that Landlord shall not make any claim of any kind whatsoever against Tenant or Tenant’s leasehold interest with respect to any amounts paid to Mortgagee by Tenant or any acts performed by Tenant pursuant to such written notice and such amounts paid to Mortgagee shall be credited to amounts due under the sublease and the rights of subcontractors's Leasehold Mortgagee Lease as if Lessor such amounts were the original sublessee, notwithstanding any default under and termination of this Agreement; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately paid directly to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms of the sublease (but subject to the terms of this Agreement and the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act or omission of any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (b) subject to any offsets or defenses which such subcontractors may have against any prior sub-landlord (including, without limitation, the then defaulting sub-landlord ), or (c) bound by any payment of rent which such subcontractors might have paid for more than the current month to any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased by such sublease, or (e) bound by any obligation to make any payment to such subcontractors provided, however, that Lessor shall continue to procure and deliver, or cause to be delivered, any grant provided by the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 hereofLandlord.

Recognition and Attornment. Lessor agrees within twenty (20) days after request If Lender succeeds to the interest of ▇▇▇▇▇▇ to execute and deliver to Lessee for delivery to any sublessee of all or part of the Leased Premises a recognition agreement stating, in effect, in recordable form and otherwise in form reasonably satisfactory to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's rights Landlord under the sublease Lease and all terms therein, and the rights of subcontractors's Leasehold Mortgagee as if Lessor were Tenant thereunder, the original sublesseeLease shall continue in effect, notwithstanding any default shall not be altered, terminated, or disturbed, and Tenant shall be bound to Lender under and termination of this Agreement; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms terms, covenants and conditions of the sublease Lease for the balance of the term of the Lease as specified in the Lease (but subject the "Term"), with the same force and effect as if Lender were the landlord under the Lease except that, notwithstanding anything to the terms contrary herein or in the Lease, the provisions of this Agreement the Mortgage will govern with respect to the disposition of proceeds of insurance policies or condemnation or eminent domain awards. In such event, Tenant shall attorn to Lender as its landlord, such attornment to be effective and self-operative without the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act or omission execution of any prior sub-landlord (includingother instruments on the part of Lender or Tenant, without limitation, immediately upon Lender succeeding to the then defaulting sub-landlord), or (b) subject to any offsets or defenses which such subcontractors may have against any prior sub-landlord (including, without limitation, interest of Landlord under the then defaulting sub-landlord ), or (c) bound by any payment of rent which such subcontractors might have paid for more than the current month to any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased by such sublease, or (e) bound by any obligation to make any payment to such subcontractors providedLease. Provided, however, Tenant shall be under no obligation to pay any monetary obligation set forth in the Lease to Lender until Tenant receives written notice from Lender that Lessor Lender has succeeded to the interest of Landlord under the Lease. Upon receipt by Tenant of such notice from Lender, Tenant shall continue make all payments due by Tenant under the Lease to procure Lender or as Lender may in writing direct. The respective rights and deliverobligations of Tenant and Lender upon such attornment, or cause to be delivered, any grant provided by the Dormitory Authority extent of the State then remaining balance of New York the Term, shall be and any related allowance which Lessee is obligated to procure and deliver under any subleaseare the same as are then in existence, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 hereofthe Lease.

Recognition and Attornment. Lessor agrees within twenty (20) days after request If Lender succeeds to the interest of ▇▇▇▇▇▇ to execute and deliver to Lessee for delivery to any sublessee of all or part of the Leased Premises a recognition agreement stating, in effect, in recordable form and otherwise in form reasonably satisfactory to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's rights Landlord under the sublease Lease, the Lease and all terms therein and the rights of subcontractors's Leasehold Mortgagee as if Lessor were the original sublesseeTenant thereunder shall continue in full force and effect and shall not be altered, notwithstanding any default terminated, disaffirmed or disturbed. Tenant and Lender shall be bound to each other under and termination of this Agreement; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms terms, covenants, and conditions of the sublease (but subject Lease for the balance of the term of the Lease with the same force and effect as if Lender were the landlord under the Lease. In such event, Tenant shall attorn to Lender as its landlord immediately upon Lender succeeding to the terms interest of this Agreement Landlord under the Lease, and providing Tenant with written notice thereof. Such attornment shall be effective and self-operative without the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act or omission execution of any prior sub-landlord (includingother instruments on the part of Lender or Tenant. However, without limitation, the then defaulting sub-landlord), or (b) subject to any offsets or defenses which such subcontractors may have against any prior sub-landlord (including, without limitation, the then defaulting sub-landlord ), or (c) bound by any payment of rent which such subcontractors might have paid for more than the current month to any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased by such sublease, or (e) bound by any Tenant shall be under no obligation to make pay any payment to such subcontractors provided, however, that Lessor shall continue to procure and deliver, monetary obligation or cause to be delivered, perform any grant provided by the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as other duty set forth in Section 22 hereofthe Lease to Lender unless and until Tenant receives written notice from Lender that Lender has succeeded to the interest and assumed the future obligations of Landlord under the Lease. Upon receipt by Tenant of such notice from Lender, Tenant shall make all payments due by Tenant under the Lease to Lender or as Lender may in writing direct and Tenant shall thereafter be relieved from any further obligations to remit rental or any other monetary sum to Landlord. The respective rights and obligations of Tenant and Lender upon such attornment, to the extent of the then remaining balance of the Term, shall be and are the same as are then set forth in the Lease between Tenant and Landlord.

Recognition and Attornment. Lessor agrees within twenty (20) days after request of ▇▇▇▇▇▇ to execute and deliver to Lessee for delivery to any sublessee of all or part of the Leased Premises a recognition agreement stating, in effect, in recordable form and otherwise in form reasonably satisfactory to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's rights under the sublease and the rights of subcontractors's Leasehold leasehold Mortgagee as if Lessor were the original sublessee, notwithstanding any default under and termination of this Agreement; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms of the sublease (but subject to the terms of this Agreement Section 25 and the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act or omission of any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlordLessor), or (b) subject to any offsets or defenses which such subcontractors Entity may have against any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlord Lessor ), or (c) bound by any payment of rent which such subcontractors Entity might have paid for more than the current month to any prior sub-landlord Lessor (including, without limitation, the then defaulting sub-landlordLessor), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased demised by such sublease, or (e) bound by any obligation to make any payment to such subcontractors Entity provided, however, that Lessor shall continue to procure and deliver, or cause to be delivered, any grant provided by the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 hereofthis Agreement.

Recognition and Attornment. Lessor agrees within twenty Upon Successor Landlord taking title to the Property (20i) days after request Successor Landlord shall be bound to Tenant under all the terms and conditions of the Lease (except as provided in this Agreement); (ii) Tenant shall recognize and attorn to Successor Landlord as Tenant’s direct landlord under the Lease as affected by this Agreement; and (iii) the Lease shall continue in full force and effect as a direct lease, in accordance with its terms (except as provided in this Agreement), between Successor Landlord and Tenant. Tenant hereby acknowledges notice that pursuant to the Mortgage and assignment of rents, leases and profits, Landlord has granted to the Lender an absolute, present assignment of the Lease and Rents which provides that Tenant continue making payments of Rents and other amounts owed by Tenant under the Lease to or at the direction of the Landlord and to recognize the rights of Landlord under the Lease until notified otherwise in writing by the Lender. After receipt of such notice from Lender, Tenant shall thereafter make all such payments directly to the Lender or as the Lender may otherwise direct, without any further inquiry on the part of the Tenant. Any such payment actually made to the Lender or as directed by the Lender and actually received by Lender or the recipient to which ▇▇▇▇▇▇ otherwise directed payment be made shall satisfy Tenant’s obligations to execute make such payments under the Lease. Landlord consents to the foregoing and deliver waives any right, claim or demand which Landlord may have against Tenant by reason of such payments to Lessee for delivery Lender or as Lender directs. Such payment by Tenant will continue until the first to any sublessee of all or part occur of the Leased Premises a recognition agreement stating, in effect, in recordable form following: (a) the Lease expires pursuant to its terms and otherwise in form reasonably satisfactory to Lessee, that it will not terminate the sublease or evict the sublessee, and will recognize the subcontractors's rights under the sublease and the rights of subcontractors's Leasehold Mortgagee as if Lessor were the original sublessee, notwithstanding any default under and termination of this Agreementno further amounts are payable by Tenant thereunder; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately to terminate the sublease; and provided, further, (b) Lender gives Tenant written notice that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement rents and other payments are to attorn be paid to Lessor. Such recognition agreement shall require such subcontractors, at Landlord; or (c) Lender gives Tenant written notice that a Successor ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms of the sublease (but subject ▇▇ has succeeded to the terms interests of this Agreement Landlord and Lender under the recognition agreement)Lease, after which time the rent and all other sums due under the Lease will be paid as directed by such Successor Landlord. Any such recognition agreement Payment of rents to Lender as provided for hereunder shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming not be deemed to: (i) cause Lender to succeed to or to assume any obligations or responsibilities of Landlord under Lessor shall be: the Lease or, (aii) liable for any act or omission relieve Landlord of any prior sub-landlord (including, without limitation, obligations under the then defaulting sub-landlord), or (b) subject to any offsets or defenses which such subcontractors may have against any prior sub-landlord (including, without limitation, the then defaulting sub-landlord ), or (c) bound by any payment of rent which such subcontractors might have paid for more than the current month to any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased by such sublease, or (e) bound by any obligation to make any payment to such subcontractors provided, however, that Lessor shall continue to procure and deliver, or cause to be delivered, any grant provided by the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 hereofLease.

Recognition and Attornment. Lessor agrees within twenty Upon Successor Landlord taking title to the Property (20i) days after request of ▇▇▇▇▇▇ Successor Landlord shall be bound to execute Tenant under all the terms and deliver to Lessee for delivery to any sublessee of all or part conditions of the Leased Premises Lease (except as provided in this Agreement); (ii) Tenant shall recognize and attorn to Successor Landlord as Tenant’s direct landlord under the Lease as affected by this Agreement; and (iii) the Lease shall continue in full force and effect as a recognition agreement statingdirect lease, in effectaccordance with its terms (except as provided in this Agreement), in recordable form between Successor Landlord and otherwise in form reasonably satisfactory Tenant. Tenant hereby acknowledges that, pursuant to Lesseethe Mortgage and assignment of rents, leases and profits, Landlord has granted to Mortgagee an absolute, present assignment of the Lease and Rents which provides that it will not terminate the sublease or evict the sublessee, Tenant continue making payments of Rents and will recognize the subcontractors's rights other amounts owed by Tenant under the sublease Lease to Landlord and to recognize the rights of subcontractors's Leasehold Landlord under the Lease until notified otherwise in writing by Mortgagee. After receipt of such notice from Mortgagee, Tenant shall thereafter make all such payments directly to Mortgagee or as Mortgagee may otherwise direct, without any further inquiry on the part of Tenant. Landlord specifically agrees that Tenant may conclusively rely upon any written notice Tenant receives from Mortgagee notwithstanding any claim by Landlord contesting the validity of any term or condition of such notice, including, but not limited to, any default claimed by Mortgagee, and that Landlord EXHIBIT C A&R MASTER LAND AND BUILDING LEASE ACTIVE 230595713 shall not make any claim of any kind whatsoever against Tenant or Tenant’s leasehold interest with respect to any amounts paid to Mortgagee by Tenant or any acts performed by Tenant, pursuant to such written notice, and such amounts paid to Mortgagee shall be credited to amounts due under the Lease as if Lessor such amounts were the original sublessee, notwithstanding any default under and termination of this Agreement; provided, that there is no uncured event of default then existing under the sublease which entitles the Lessor thereunder immediately paid directly to terminate the sublease; and provided, further, that the sublessee has agreed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all of the terms of the sublease (but subject to the terms of this Agreement and the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor shall be: (a) liable for any act or omission of any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (b) subject to any offsets or defenses which such subcontractors may have against any prior sub-landlord (including, without limitation, the then defaulting sub-landlord ), or (c) bound by any payment of rent which such subcontractors might have paid for more than the current month to any prior sub-landlord (including, without limitation, the then defaulting sub-landlord), or (d) bound by any covenant to undertake or complete any construction of the Leased Premises or any portion thereof Leased by such sublease, or (e) bound by any obligation to make any payment to such subcontractors provided, however, that Lessor shall continue to procure and deliver, or cause to be delivered, any grant provided by the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 hereofLandlord.

Recognition and Attornment. Lessor agrees within twenty (20a) days after request of ▇▇▇▇▇▇ to execute and deliver to Lessee for delivery to In the event Lender or any sublessee of all or part other party becomes owner of the Leased Premises by reason of any foreclosure sale or other sale under the Loan Documents or by a recognition agreement statingdeed in lieu of foreclosure, and so long as the Lease has not been terminated on account of a default by Lessee that has continued beyond any applicable cure period: (i) the Lease shall continue in full force and effect, in recordable form without the necessity for executing any new lease, as a direct lease between such new owner of the Premises and otherwise in form reasonably satisfactory to Lessee, that it will not terminate upon the sublease or evict the sublesseesame terms, covenants, and will provisions contained in the Lease (except as otherwise provided in this Agreement); and (ii) Lessee shall be bound to such new owner of the Premises under all terms, covenants, and provisions of the Lease (except as otherwise provided in this Agreement) for the remainder of its term and Lessee shall attorn to such new owner and recognize the subcontractors's rights such new owner as landlord under the sublease and Lease. (b) Notwithstanding anything to the rights contrary contained in this Agreement or in the Lease, neither Lender nor any other party becoming owner of subcontractors's Leasehold Mortgagee as if Lessor were the original sublessee, notwithstanding Premises by reason of any default under and termination of this Agreement; provided, that there is no uncured event of default then existing foreclosure sale or other sale under the sublease which entitles the Lessor thereunder immediately to terminate the sublease; and provided, further, that the sublessee has agreed Loan Documents or by a deed in the sublease and, if requested, reconfirms in writing, at the time, its agreement to attorn to Lessor. Such recognition agreement shall require such subcontractors, at ▇▇▇▇▇▇'s request, to enter into a direct Agreement with Lessor upon all lieu of the terms of the sublease (but subject to the terms of this Agreement and the recognition agreement). Any such recognition agreement shall provide at ▇▇▇▇▇▇'s request that neither Lessor nor anyone claiming under Lessor foreclosure shall be: : (ai) liable for any act or omission of any prior sub-landlord Lessor; (including, without limitation, the then defaulting sub-landlord), or (bii) subject to any offsets claims, defenses, setoffs, or defenses counterclaims which such subcontractors Lessee may have at any time against Lessor and which accrue prior to the date of any foreclosure sale or other sale or of a deed in lieu of foreclosure; (iii) bound by any modification or amendment of the Lease or any waiver of any terms of the Lease made without the prior sub-landlord written consent of Lender; (includingiv) bound by any prepayment of rent or other monies under the Lease, without limitationexcept rent for one month in advance; (v) liable for any security or other sums, if any, deposited with Lessor under the then defaulting sub-landlord Lease (unless actually delivered to and received by Lender), or; (vi) obligated to commence or complete any construction or installation of any improvements upon the Premises or to make any contribution towards any construction or installation of any improvements; or (vii) obligated for the restoration or repair of any improvement upon the Premises following any fire or casualty not required to be insured under the Lease or for the costs of any restoration or repair in excess of any proceeds recovered under any insurance required to be maintained under the Lease. (c) bound Notwithstanding anything to the contrary contained in this Agreement or in the Lease, neither Lender nor any other party becoming owner of the Premises by reason of any foreclosure sale or other sale under the Loan Documents or by a deed in lieu of foreclosure, shall have any personal liability, directly or indirectly, under or in connection with the Lease, and ▇▇▇▇▇▇ shall look solely to the Premises for recovery of any judgment or damages from Lender or such other party. The foregoing limitation of liability is in addition to, and not in limitation of, any limitation on liability applicable to Lender or such party provided by law or by any payment of rent which such subcontractors might have paid for more than the current month to any prior sub-landlord (includingother agreement, without limitation, the then defaulting sub-landlord), or (d) bound by any covenant to undertake document or complete any construction of the Leased Premises or any portion thereof Leased by such sublease, or (e) bound by any obligation to make any payment to such subcontractors provided, however, that Lessor shall continue to procure and deliver, or cause to be delivered, any grant provided by the Dormitory Authority of the State of New York and any related allowance which Lessee is obligated to procure and deliver under any sublease, or (f) bound by any sublease or amendment thereto or modification thereof of which Lessor shall not have been provided copies of and approved as set forth in Section 22 hereofinstrument.