Common use of Assignment by Landlord Clause in Contracts

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord shall have the right to transfer, assign or convey, in whole or in part, the Properties of which the Leased Premises are a part, or any portion or portions thereof, and any and all of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer, assignment or conveyance; the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to the date of such transfer, assignment or conveyance.

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord shall have the right to transfermay freely sell, assign or convey, in whole or in part, the Properties of which the Leased Premises are a part, otherwise transfer all or any portion of its interest under this Lease or portions thereofin the Premises, and in the event of any such transfer, the party originally executing this Lease as Landlord, and any successor or affiliate of such party, shall be relieved of any and all of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer. Tenant shall thereafter be bound to the transferee with the same effect as though the latter had been the original Landlord hereunder, provided that the transferee assumes and agrees to carry out all the obligations of Landlord hereunder. In the event of a sale, conveyance, or other transfer by Landlord of the Building, the Project, or portion thereof on which the Building is located, or the Project or in the event of an assignment or conveyance; of this Lease by Landlord, the foregoing provision same shall not operate to release the transferring Landlord from any obligation further liability upon any of the covenants or liability which conditions, express or implied, herein contained on the part of Landlord, and from any and all further liability, obligations, costs and expenses, demands, causes of action, claims or judgments arising out of this Lease from and after the effective date of said release, except in regards to any prepaid rent and/or security deposit held by the landlord, which, without tenant’s consent, Landlord shall remain liable to Tenant unless the new landlord has not been assumed by actually deposited such funds in a trust account for Tenant’s benefit. In such event, Tenant agrees to look solely to the successor in interest of Landlordtransferor. Except for If any Security Deposit is given by Tenant to secure performance of Tenant’s covenants hereunder, Landlord may transfer such release of Security Deposit to any purchaser and thereupon Landlord shall be discharged from any further liability in reference thereto. Notwithstanding anything in this Lease to the prior Landlordcontrary, however, (i) in no event shall Landlord’s lender, who may have succeeded to the interest of Landlord by foreclosure, deed in lieu of foreclosure, or any transferother means, assignment have any liability for any obligation of Landlord to protect, defend, indemnify or conveyance affect hold harmless Tenant or otherwise impair any other person or entity except for those matters arising from the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any lender’s breach of an express warranty or representation the terms of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to after the date of such transferforeclosure, assignment deed in lieu of foreclosure or conveyanceany other means, and (ii) such succeeding lender shall have no liability for any representations or warranties of the Landlord contained herein except for those matters arising from the lender’s breach of the terms of this Lease after the date of such foreclosure, deed in lieu of foreclosure or any other means.

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord shall have the right to transfermay freely sell, assign or convey, in whole or in part, the Properties of which the Leased Premises are a part, otherwise transfer all or any portion of its interest under this Lease or portions thereofin the Premises or in the building or the land that comprise the Premises, and in the event of any such transfer, the party originally executing this Lease as Landlord, and any successor or affiliate of such party, shall be relieved of any and all of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer, provided that Landlord is not in default of this Lease at the time of transfer. Tenant shall thereafter be bound to the transferee with the same effect as though the latter had been the original Landlord hereunder, provided that the transferee assumes and agrees to carry out all the obligations of Landlord hereunder. In the event of a sale, conveyance, or other transfer by Landlord of the Building, the Project, or portion thereof on which the Building is located, or the Project or in the event of an assignment or conveyance; of this Lease by Landlord, the foregoing provision same shall not operate to release the transferring Landlord from any obligation further liability upon any of the covenants or liability which conditions, express or implied, herein contained on the part of Landlord, and from any and all further liability, obligations, costs and expenses, demands, causes of action, claims or judgments arising out of this Lease from and after the effective date of said release, except in regards to any prepaid rent and/or security deposit held by the landlord, which, without tenant's consent, Landlord shall remain liable to Tenant unless the new landlord has not been assumed by actually deposited such funds in a trust account for Tenant's benefit. In such event, Tenant agrees to look solely to the successor in interest of Landlordtransferor. Except for If any Security Deposit is given by Tenant to secure performance of Tenant's covenants hereunder, Landlord may transfer such release of Security Deposit to any purchaser and thereupon Landlord shall be discharged from any further liability in reference thereto. Notwithstanding anything in this Lease to the prior Landlordcontrary, however, (i) in no event shall Landlord's lender, who may have succeeded to the interest of Landlord by foreclosure, deed in lieu of foreclosure, or any transferother means, assignment have any liability for any obligation of Landlord to protect, defend, indemnify or conveyance affect hold harmless Tenant or otherwise impair any other person or entity except for those matters arising from the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any lender's breach of an express warranty or representation the terms of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to after the date of such transferforeclosure, assignment deed in lieu of foreclosure or conveyanceany other means, and (ii) such succeeding lender shall have no liability for any representations or warranties of the Landlord contained herein except for those matters arising from the lender's breach of the terms of this Lease after the date of such foreclosure, deed in lieu of foreclosure or any other means.

Assignment by Landlord. At any time after In the Commencement Dateevent of a sale, but subject to conveyance, or other transfer by Landlord of the provisions of Section 9.3Building, Landlord shall have the right to transferProject, assign or conveyportion thereof on which the Building is located, in whole or in partthe event of an assignment of this Lease by Landlord, the Properties same shall operate to release Landlord from any further liability upon any of which the Leased Premises are a partcovenants or conditions, express or any portion or portions thereofimplied, herein contained on the part of Landlord, and from any and all further liability, obligations, costs and expenses, demands, causes of its rights under action, claims or judgments arising out of this LeaseLease from and after the effective date of said release. In such event, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such the successor in interest of the Landlord for performance of such future obligations with respect to the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such sale, conveyance, transfer, assignment or conveyance; the foregoing provision assignment. If any Security Deposit is given by Tenant to secure performance of Tenant's covenants hereunder, Landlord shall not release the transferring transfer such Security Deposit to any purchaser and thereupon Landlord shall be discharged from any obligation or further liability which has not been assumed by such successor in interest of Landlordreference thereto. Except for such release of Notwithstanding anything in this Lease to the prior Landlordcontrary, however, (i) in no event shall Landlord's lender, who may have succeeded to the interest of Landlord by foreclosure, deed in lieu of foreclosure, or any transferother means, assignment have any liability for any obligation of Landlord to protect, defend, indemnify or conveyance affect hold harmless Tenant or otherwise impair any other person or entity except for those matters arising from the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any lender's breach of an express warranty or representation the terms of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to after the date of such transferforeclosure, assignment deed in lieu of foreclosure or conveyanceany other means, and (ii) such succeeding lender shall have no liability for any representations or warranties of the Landlord contained herein except for those matters arising from the lender's breach of the terms of this Lease after the date of such foreclosure, deed in lieu of foreclosure or any other means.

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord shall have the right to transfer, declares that it may assign or convey, in whole or in part, the Properties of which the Leased Premises are a part, or any portion or portions thereof, and any and all of its rights under this LeaseLease to a lending institution or to any Person as collateral security for a loan to Landlord and, and in the event that such an assignment is given and executed by Landlord transfersand notification thereof is given to Tenant by or on behalf of Landlord, assignsit is expressly agreed that this Lease shall not be cancelled or modified for any reason whatsoever without the consent in writing of such lending institution or Person if such consent is required. This Lease and all rights of the Tenant under the Lease shall be subject to and subordinate to any Security. Tenant hereby covenants and agrees that it will, or conveys its rights whenever reasonably required by Landlord and obligations at Landlord's expense, consent to and become a party to any instrument subordinating the Lease to any Security. However, no subordination by the Tenant shall have the effect of permitting the holder of any Security to disturb the Tenant's enjoyment of the Leased Premises as long as the Tenant shall comply with the covenants to be kept and performed by it under this Lease. The Tenant will, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest upon request of the Landlord for performance or the Person holding the Security or any Person having an interest in the project, execute and deliver promptly those instruments referred to herein. However, if ten (10) days after the date of such future obligations request, the Tenant has not executed and delivered them, the Tenant hereby irrevocably appoints the Landlord as the Tenant's attorney with full power and authority to execute and deliver in the extent such successor in interest hasname of the Tenant said instruments or the Landlord may, by written instrument at its sole option and discretion, terminate this Lease upon giving Tenant a three (3) business days notice of which a copy has been delivered its intention to Tenantdo so, assumed the whole without incurring any liability whatsoever and without prejudice to all of its other rights and recourses. It is agreed and understood that in the event of any sale of the Property by Landlord, then Landlord shall automatically be relieved of any and all obligations and liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfersale, assignment or conveyance; provided that the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release purchaser of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant Property assumes all obligations of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to the date of such transfer, assignment or conveyance.

Assignment by Landlord. At As a material inducement to Landlord’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Tenant hereby agrees that Landlord may, from time to time and at any time after and without the Commencement Dateconsent of Tenant, but subject to engage in all or any combination of the provisions following, or enter into agreements in connection with any of Section 9.3the following or in accordance with requirements that may be imposed by applicable securities, Landlord shall have tax or other Laws: (a) the right to sale, assignment, grant, conveyance, transfer, assign financing, refinancing, purchase or conveyreacquisition of all, in whole or in part, the Properties of which the Leased Premises are a part, less than all or any portion of the Property, this Lease or portions thereofany other Transaction Document, Landlord’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and all related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary or Affiliate) in order to maintain Landlord’s or any of its rights under this Lease, and in Affiliates’ status as a REIT. In the event of any such sale, transfer or assignment other than a security assignment by Landlord transfers, assigns, or conveys of its rights interest in this Lease and obligations under this Leasethe Property, Landlord shall thereby be released from any future obligations accruing hereunder as of and after the date of such transfer, and Tenant agrees to attorn to the successor in interest of Landlord following any such transfer of such interest either voluntarily or by operation of law, to recognize such successor as Landlord under this Lease, and look solely to such successor in interest of the Landlord for the performance of such future obligations. Landlord shall remain liable for any obligations of Landlord hereunder accruing prior to the extent such date of the transfer of the Property by Landlord. Any security given by Tenant to secure the performance of Tenant’s obligations hereunder may be assigned and transferred by Landlord to its successor in interest hasinterest, by written instrument and Landlord shall thereby be discharged of which a copy has been delivered to Tenantany further obligation relating thereto. At the request of Landlord, assumed all of Tenant will execute such documents confirming the sale, assignment or other transfer and such other agreements as Landlord may reasonably request, provided that the same do not increase the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer, assignment or conveyance; the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to the date of such transfer, assignment or conveyancehereunder.

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord shall have the right to transfer, assign or convey, in whole or in part, the Properties Property of which the Leased Premises are a part, or any portion or portions thereof, and any and all of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer, assignment or conveyance; the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to the date of such transfer, assignment or conveyance.

Assignment by Landlord. At (a) As a material inducement to Landlord’s willingness to complete the transactions contemplated by this Lease (the “Transaction”), Tenant hereby agrees that Landlord may, from time to time and at any time after and without the Commencement Dateconsent of Tenant, but subject to engage in all or any combination of the provisions following, or enter into agreements in connection with any of Section 9.3the following or in accordance with requirements that may be imposed by applicable securities, Landlord shall have tax or other Laws: the right to sale, assignment, grant, conveyance, transfer, assign financing, refinancing, purchase or convey, re-acquisition in whole or in part, of the Properties of which the Leased Premises are a part, or any portion or portions thereof, and any and all of its rights under this Lease, Landlord’s right, title and interest in this Lease, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing, provided, however, in no event may Landlord disclose or permit the disclosure of the financial information described in Section 31.17(c) (except as otherwise provided therein) to any potential purchaser, assignee, transferee or lender that owns or can direct the management, directly or indirectly, of five (5) or more commonly managed retail locations. Without in any way limiting the foregoing, the parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Landlord’s or any of its affiliates’ status as a REIT (if applicable). In the event of any such sale or assignment other than a security assignment, Tenant shall attorn to such purchaser or assignee (so long as Landlord transfersand such purchaser or assignee notify Tenant in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Landlord hereunder). At the request of Landlord, assignsTenant will execute such documents confirming the sale, assignment or other transfer and such other agreements as Landlord may reasonably request, provided that the same do not increase the liabilities and obligations, or conveys decrease the rights, of Tenant hereunder in any manner whatsoever, and Landlord shall reimburse the reasonable costs and expenses incurred by Tenant related to the execution and delivery of such documents, provided that such costs and expenses are in excess of the costs and expenses Tenant may incur in connection with the performance of its rights and obligations under this Lease, . Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such future obligations to the extent such successor in interest hasrelieved, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer, assignment transfer or conveyance; , of liability for the foregoing provision shall not release the transferring Landlord from performance of any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Leaseherein, except as expressly provided in Sections 9.3, no transfer, assignment for any obligations or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, accrued prior to the date of such transfer, assignment or conveyancesale. (b) [In connection with any sale by Landlord of the Premises and assignment of this Lease to the buyer in connection with such sale, Tenant shall execute, deliver and notarize, where applicable (or cause to be executed, delivered and notarized, as applicable) to Landlord each of the following documents (collectively, the “Landlord Assignment Documents”) within (7) Business Days after written request from Landlord (A) a new guaranty, in favor of Landlord’s assignee substantially in the form of the Guaranty, (B) a subordination, non-disturbance and attornment agreement that may be requested by Landlord’s assignee’s lenders, substantially and materially in the form attached hereto as Exhibit E, (C) an estoppel letter that may be requested by Landlord’s assignee or its lenders, or both, substantially and materially in the form of Exhibit C, and (D) a memorandum of lease substantially in the form of Exhibit G between Landlord’s assignee and Tenant. Without limiting the foregoing, Tenant agrees to cooperate reasonably with Landlord in connection with any such assignment at Landlord’s sole cost and expense. Without limiting Section 31.04, from and after the effective date of any such Landlord assignment, Landlord shall be automatically released (without need for any further agreement or other document) from any liability thereafter arising with respect to the Premises covered thereby but shall not be released for liabilities that arose or existed prior with respect thereto (unless Landlord’s assignee fully assumes all such liabilities). Landlord agrees to deliver to Tenant fully-executed (and, where applicable, notarized) copies of each of the Landlord Assignment Documents within seven (7) Business Days after the consummation of any sale of the Premises.] [In the event that from time to time Landlord desires to assign partially its interest in this Lease with respect to one or more Property Locations (including without limitation to one or more Control Affiliates of Landlord) (a “Landlord Assignment Transaction”), then, subject to the terms of this Section 12.04(b), (i) Landlord shall prepare a landlord assignment lease agreement (or landlord assignment lease agreements, in Landlord’s discretion) in the form of Exhibit K attached hereto with respect to any such Property Locations (each, a “Landlord Assignment Lease Agreement”); (ii) upon the assignment by Landlord, this Lease shall be amended to exclude any such Property Locations from this Lease, and the Base Rent hereunder shall be reduced by aggregate of the Base Rent Allocations for such Property Locations; and (iii) the initial base rent payable under any Landlord Assignment Lease Agreement shall equal the aggregate of the Base Rent Allocations of the Property Locations demised under such Landlord Assignment Lease Agreement. In such event, Tenant shall deliver two (2) counterpart executed originals of any such new Landlord Assignment Lease Agreement within seven (7) Business Days after delivery by Landlord to Tenant of a complete and accurate execution version of such Landlord Assignment Lease Agreement (the “Landlord Assignment Lease Agreement Return Date”). In addition, Landlord shall deliver and Tenant shall execute, deliver and notarize, where applicable (or cause to be executed, delivered and notarized, as applicable) to Landlord two (2) originals of each of the following documents (collectively, the “Additional Landlord Assignment Documents”) within (7) Business Days after written request from Landlord (the “Additional Landlord Assignment Documents Return Date”) with respect to such Landlord Assignment Lease Agreement: (A) a new guaranty substantially and materially in the form of Exhibit L for the benefit of Landlord’s assignee, (B) a subordination, non-disturbance and attornment agreement that may be requested by Tenant or Landlord’s assignee’s lenders, substantially and materially in the form attached hereto as Exhibit E (the “Assignment SNDA”), (C) a Landlord Agreement that may be requested by Tenant or its lenders, substantially and materially in the form attached hereto as Exhibit F (“Assignment Landlord Agreement”), (D) an estoppel letter that may be requested by Landlord’s assignee or its lenders, or both, substantially and materially in the form of Exhibit C, (E) a memorandum of lease substantially and materially in the form of Exhibit G regarding the Landlord Assignment Lease Agreement, (F) an amendment to this Lease removing the applicable Property Locations and reducing Base Rent hereunder as provided herein substantially and materially in the form attached hereto as Exhibit O, and (G) a termination of any memorandum of lease regarding this Lease that encumbers any of the applicable Property Locations substantially and materially in the form attached hereto as Exhibit P. Without limiting the foregoing, Tenant agrees to cooperate reasonably with Landlord in connection with any such assignment at Landlord’s sole cost and expense. Without limiting

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord shall have the right to transfermay freely sell, assign or convey, in whole or in part, the Properties of which the Leased Premises are a part, otherwise transfer all or any portion of its interest under this Lease or portions thereofin the Premises, and in the event of any such transfer, the party originally executing this Lease as Landlord, and any successor or affiliate of such party, shall be relieved of any and all of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer. Tenant shall thereafter be bound to the transferee with the same effect as though the latter had been the original Landlord, assignment or conveyance; provided that the foregoing provision shall not release transferee assumes and agrees to carry out all the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest obligations of Landlord. Except for If any Security Deposit is given by Tenant to secure performance of Tenant’s covenants hereunder, Landlord may transfer such release of Security Deposit to any purchaser and thereupon Landlord shall be discharged from any further liability in reference thereto. Notwithstanding anything in this Lease to the prior Landlordcontrary, however, (i) in no event shall Landlord’s lender, who may have succeeded to the interest of Landlord by foreclosure, deed in lieu of foreclosure, or any transferother means, assignment have any liability for any obligation of Landlord to protect, defend, indemnify or conveyance affect hold harmless Tenant or otherwise impair any other person or entity except for those matters arising from the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any lender’s breach of an express warranty or representation the terms of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to after the date of such transferforeclosure, assignment deed in lieu of foreclosure or conveyanceany other means, and (ii) such succeeding lender shall have no liability for any representations or warranties of the Landlord contained herein except for those matters arising from the lender’s breach of the terms of this Lease after the date of such foreclosure, deed in lieu of foreclosure or any other means.

Assignment by Landlord. At any time after In the Commencement Dateevent Landlord shall sell, but subject to assign, convey, or transfer its interest in the Landlord Property in accordance with the provisions of Section 9.3, Landlord shall have the right to transfer, assign or convey, in whole or in part, the Properties of which the Leased Premises are a part, or any portion or portions thereof, and any and all of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely attorn to such successor transferee, assignee or new owner. If all of Landlord’s interest in interest of the Landlord for performance Property shall be sold, assigned, conveyed, or transferred, then upon consummation of such future obligations sale, assignment, conveyance, or transfer, the then Landlord shall, to the extent that such successor in interest hastransferee, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities assignee or new owner assumes Landlord’s liability and obligations of its predecessor in interest under this Lease accruing or to be performed from and after the date of such sale, assignment, transfer or conveyance, be freed and relieved from all liability and obligations accruing or to be performed from and after the date of such sale, assignment, transfer, assignment or conveyance; , and in such event Tenant agrees to look solely to the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by responsibility of such successor in interest of Landlord. Except for such release of the prior Landlordtransferee, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduceassignee, or prejudice Tenant’s rights against the transferring Landlord new owner with respect to, to any liabilities or obligations of Landlord which accruedaccruing or to be performed from and after the date of such sale, assignment, transfer or conveyance. Notwithstanding the foregoing, no sale, conveyance, transfer, or relate assignment (other than an arms-length foreclosure or deed in lieu of foreclosure) shall relieve Landlord of its obligations hereunder unless and until the transferee shall have assumed and agreed to perform all of Landlord’s obligations coming due under the Lease from and after the effective date of such transaction. Landlord shall not be relieved of any obligations that shall have accrued with respect to the period of time, prior to the effective date of such transfer, assignment whether or not the transaction involves an arms-length foreclosure or deed in lieu of foreclosure. Tenant shall only be required to look to the new landlord for the fulfillment of Landlord’s obligations under this Lease accruing or to be performed from and after the date of such sale, assignment, transfer or conveyance. Notwithstanding any provision hereof to the contrary, no such sale, conveyance, transfer or assignment shall (i) relieve Landlord of its obligation to complete the Phase One Base Building Work and the Phase Two Base Building Work in accordance with the provisions of this Lease, to pay the Tenant Work Allowance and to perform Landlord’s obligations under the Development Obligations Exhibit, or (ii) release, affect, reduce or modify any of the obligations of the guarantors under the Guaranty executed pursuant to Section 30.02.

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord and its successors in interest shall have the right to transfer, assign or convey, transfer their interest in whole or in part, the Properties of which the Leased Premises are a partand this Lease at any time and to any person or entity. In the event of any conveyance of the Leased Premises and assignment by Landlord of this Lease to another, or any portion or portions thereof, and any and all of its rights under this Lease, the Landlord originally named herein (and in the event Landlord transferscase of any subsequent transfer, assignsthe transferor), from the date of such transfer, (i) shall be automatically relieved, without any further act by any person or conveys its rights and entity, of all liability for the performance of the obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of hereunder which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and may accrue after the date of such transfer, assignment or conveyance; and (ii) shall be relieved of all liability for the foregoing provision shall performance of the obligations of the Landlord hereunder which have accrued before the date of transfer if its transferee agrees to assume and perform all such obligations of the Landlord hereunder and such transferee is not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of substantially less solvent than Landlord. Except for In the event the Landlord's interest in the Leased Premises is transferred to multiple transferees, such release of the prior Landlordtransferees shall designate, in no event shall any by a written notice to Tenant delivered upon such transfer, assignment the name and address of a single person to whom all Rent and notices to be paid or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of given by Tenant hereunder arising out shall be addressed and who shall be the sole authorized party to give notices to Tenant hereunder; Tenant's payment of any breach Rent to such designated person shall satisfy Tenant's obligation to pay Rent to Landlord; Tenant's delivery of an express warranty or representation of any notices to such designated person shall constitute notice to Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Leaseand Tenant may rely upon notices from such designated person as being LOT B notice from Landlord. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to After the date of such transfer, assignment or conveyancethe term Landlord as used herein shall mean the transferee of such interest in the Leased Premises.

Assignment by Landlord. At any time after In the Commencement Dateevent of a sale, but subject to conveyance, or other transfer by Landlord of the provisions of Section 9.3Building, Landlord shall have the right to transfer, assign or convey, in whole or in partthe event of an assignment of this Lease by Landlord, the Properties same shall operate to release Landlord from any further liability upon any of which the Leased Premises are a partcovenants or conditions, express or any portion or portions thereofimplied, herein contained on the part of Landlord, and from any and all further liability, obligations, costs and expenses, demands, causes of its rights under action, claims or judgments arising out of this LeaseLease from and after the effective date of said release. In such event, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such the successor in interest of the Landlord for transferor. If any Security Deposit is given by Tenant to secure performance of Tenant’s covenants hereunder, Landlord shall transfer such future obligations Security Deposit to any purchaser and thereupon Landlord shall be discharged from any further liability in reference thereto. Notwithstanding anything in this Lease to the extent such successor contrary, however, (i) in no event shall Landlord’s lender, who may have succeeded to the interest hasof Landlord by foreclosure, by written instrument deed in lieu of which a copy has been delivered foreclosure, or any other means, have any liability for any obligation of Landlord to Tenantprotect, assumed all defend, indemnify or hold harmless Tenant or any other person or entity except for those matters arising from the lender’s breach of the liabilities and obligations terms of its predecessor in interest under this Lease accruing from and after the date of such transferforeclosure, assignment deed in lieu of foreclosure or conveyance; the foregoing provision any other means, and (ii) such succeeding lender shall not release the transferring Landlord from have no liability for any obligation representations or liability which has not been assumed by such successor in interest of Landlord. Except for such release warranties of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair Landlord contained herein except for those matters arising from the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any lender’s breach of an express warranty or representation the terms of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to after the date of such transferforeclosure, assignment deed in lieu of foreclosure or conveyanceany other means.

Assignment by Landlord. At As a material inducement to Landlord’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Tenant hereby agrees that Landlord may, from time to time and at any time after and without the Commencement Dateconsent of Tenant, but subject to engage in all or any combination of the provisions following, or enter into agreements in connection with any of Section 9.3the following or in accordance with requirements that may be imposed by applicable securities, Landlord shall have tax or other Laws: (a) the right to sale, assignment, grant, conveyance, transfer, assign financing, re-financing, purchase or conveyre-acquisition of all, in whole or in part, the Properties of which the Leased Premises are a part, less than all or any portion of the Property, this Lease or portions thereofany other Transaction Document, Landlord’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and all related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including, without limitation, a taxable REIT subsidiary) in order to maintain Landlord’s or any of its rights under this Lease, and in Affiliates’ status as a REIT. In the event Landlord transfersof any such sale or assignment other than a security assignment, assigns, or conveys its rights and obligations under this Lease, Landlord Tenant shall thereby be released from any future obligations hereunder and Tenant agrees to look solely attorn to such successor purchaser or assignee (so long as Landlord and such purchaser or assignee notify Tenant in interest of the Landlord for performance writing of such future obligations to transfer and such purchaser or assignee expressly assumes in writing the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing Landlord hereunder from and after the date of such transferassignment). At the request of Landlord, Tenant will execute such documents confirming the sale, assignment or conveyance; other transfer and such other agreements as Landlord may reasonably request, provided that the foregoing provision shall same do not release increase the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights liabilities and obligations of Tenant to accrued self-helphereunder. Landlord shall be relieved, abatement or other rights from and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to after the date of such transfertransfer or conveyance, of liability for the performance of any obligation of Landlord contained herein, except for obligations or liabilities accrued prior to such assignment or conveyancesale.

Assignment by Landlord. At As a material inducement to Landlord’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Tenant hereby agrees that Landlord may, from time to time and at any time after and without the Commencement Dateconsent of Tenant, but subject to engage in all or any combination of the provisions following, or enter into agreements in connection with any of Section 9.3the following or in accordance with requirements that may be imposed by applicable securities, Landlord shall have tax or other Laws: (i) the right to sale, assignment, grant, conveyance, transfer, assign financing, refinancing, purchase or conveyreacquisition of all, in whole or in part, the Properties of which the Leased Premises are a part, less than all or any portion of the Property, this Lease or portions thereofany other Transaction Document, Landlord’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (ii) a Securitization and all related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Landlord’s or any of its rights under this Lease, and in Affiliates’ status as a REIT. In the event of any such sale, transfer or assignment other than a security assignment by Landlord transfers, assigns, or conveys of its rights interest in this Lease and obligations under this Leasethe Property, Landlord shall thereby be released from any future obligations accruing hereunder as of and after the date of such transfer, and Tenant agrees to attorn to the successor in interest of Landlord following any such transfer of such interest either voluntarily or by operation of law, to recognize such successor as Landlord under this Lease, and look solely to such successor in interest of the Landlord for the performance of such future obligations. Landlord shall remain liable for any obligations of Landlord hereunder accruing prior to the extent such date of the transfer of the Property by Landlord. Any security given by Tenant to secure the performance of Tenant’s obligations hereunder may be assigned and transferred by Landlord to its successor in interest hasinterest, by written instrument and Landlord shall thereby be discharged of which a copy has been delivered to Tenantany further obligation relating thereto. At the request of Landlord, assumed all of Tenant will execute such documents confirming the sale, assignment or other transfer and such other agreements as Landlord may reasonably request, provided that the same do not increase the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer, assignment or conveyance; the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to the date of such transfer, assignment or conveyancehereunder.

Assignment by Landlord. At any time after the Commencement Date, but subject The Landlord declares that it may assign its rights under this lease to a lending institution as collateral security for a loan to the provisions Landlord and in the event that such an assignment is given and executed by the Landlord and notification thereof is given to the Tenant by or on behalf of Section 9.3the Landlord, it is expressly agreed between the Landlord and Tenant that this lease shall have not be cancelled or modified for any reason whatsoever without the right consent in writing of such lending institution whenever such consent is so required. Tenant hereby covenants and agrees that it will and whenever reasonably required by Landlord and at Landlord's expense, consent to transferand become a party to any instrument or instruments permitting a mortgage, assign trust deed or conveyhypothec to be placed on the Property, in whole or in part, the Properties any part thereof of which the Leased Premises are a partpart as security for any indebtedness covered by the said trust deed, mortgage or hypothec in order to subordinate this lease to the said trust deed, mortgage or hypothec. However, no subordination by the Tenant shall have the effect of permitting the holder of any portion trust deed, hypothec or portions thereofmortgage to disturb the Tenant's enjoyment of the Leased Premises as long as the Tenant shall comply with the covenants and agreements to be kept and performed by it under this lease. It is agreed and understood that in the event of any sale of the Property by Landlord, and then Landlord shall automatically be relieved of any and all of its rights under this Lease, obligations and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfersale, assignment or conveyance; provided that the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release purchaser of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant Property assumes all obligations of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to the date of such transfer, assignment or conveyance.

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, (a) This Lease shall be fully assignable by Landlord shall have the right to transfer, assign or conveyand its successors and assigns, in whole or in part, subject to the terms of this Section 14.06. In the event that from time to time Landlord desires to assign its interest in this Lease with respect to less than all of the Properties (including to one or more Affiliates of which Landlord), then (a) the Leased Premises are a partassignee (“New Landlord”) and Tenant shall enter into an Assignment Lease Agreement, or any portion or portions thereofwith respect to the Properties to be affected by the assignment, to be prepared by Landlord substantially in the form of this Lease (an “Assignment Lease Agreement”); (b) Landlord shall allocate the Base Annual Rental payable hereunder between this Lease and the Assignment Lease Agreement (the amount so allocated to the Assignment Lease Agreement being the “Allocated Base Rent Amount”) so that the total amount of Annual Base Rental payable under this Lease and the Assignment Lease Agreement immediately after the transaction shall be the same as the Annual Base Rental payable under this Lease immediately prior to such transaction, and (c) this Lease shall be amended to exclude any such Properties from this Lease and the Base Annual Rent hereunder shall be reduced by the Allocated Base Rent Amount (as so amended, the “Remaining Lease”). In such event, Tenant and the New Landlord shall execute any such Assignment Lease Agreement within five (5) Business Days after delivery by Landlord of an execution version thereof. In addition, Tenant shall execute and deliver to Landlord or cause to be executed and delivered to Landlord any other instruments and documents requested by Landlord in connection with the assignment, including without limitation: (i) an Assignment Guaranty (the “Assignment Lease Guaranty”) from Lease Guarantor to be prepared by Landlord substantially in the form of the Lease Guaranty, (ii) estoppel certificates in accordance with the terms and conditions set forth in Section 9.05 of this Lease and Section 12 of the Lease Guaranty (and comparable provisions in the Assignment Lease Agreement and Assignment Lease Guaranty with respect to the Assignment Lease Agreement, the Remaining Lease, the Lease Guaranty and the Assignment Lease Guaranty executed by Tenant and Lease Guarantor, as applicable, in favor of Landlord, New Landlord, Lender and any new lender to New Landlord (a “New Lender”), as applicable, and (iii) if required by Lender or a New Lender, a subordination, non-disturbance and attornment agreement in accordance with Section 13.02 of this Lease or the comparable provision of the Assignment Lease Agreement. Tenant agrees to cooperate reasonably with Landlord in connection with any such assignment and execute, and cause Lease Guarantor to execute, such additional documents required by Landlord, Lender, New Landlord and any New Lender, including a new memorandum of the Assignment Lease Agreement, amendment of any existing memorandum of this Lease, such additional documents to be in form and substance reasonably acceptable to Tenant. From and after the effective date of any such Assignment Lease Agreement, this Lease and any such Assignment Lease Agreement shall be separate leases which shall be treated separately and independently for all purposes. The assignor Landlord shall be automatically released (without need for any further agreement or other document) from any liability thereafter arising with respect to the Properties covered thereby. In no event shall the assignor Landlord have any liability under any Assignment Lease Agreement. Without limiting the foregoing, (x) Tenant agrees that Landlord may agree in its sole discretion with any purchaser or assignee of any Property covered by an Assignment Lease Agreement to provide (or have a Landlord’s Affiliate provide) asset management and/or act as servicer regarding such Assignment Lease Agreement and the Properties thereunder; and (y) Tenant acknowledges that any Assignment Lease Agreement under this Section 14.06 may be, in Landlord’s sole discretion, a “master lease” agreement covering multiple Properties. Tenant shall cause all documents that are required to be executed by Tenant and/or Lease Guarantor under this Section 14.06 to be executed and delivered to Landlord within five (5) Business Days following Landlord’s written request therefor. (b) If Landlord, at any time during the Term of this Lease, desires to sell one or more Properties (the “Subject Property” or “Subject Properties”) in one or more transactions, Landlord shall first notify Tenant in writing stating the price, terms, and conditions upon which Landlord would be prepared to sell the Subject Property or Subject Properties, as applicable, to Tenant (the “ROFO Notice“), and Tenant shall have fifteen (15) business days from and after the receipt of the ROFO Notice to elect to purchase the Subject Property or Subject Properties, as applicable, at the price and on the other terms and conditions contained in the ROFO Notice, except that, if following Tenant’s election not to purchase the Subject Property or Subject Properties, as applicable, as specified in the ROFO Notice, Landlord gives a second ROFO Notice with respect to less than all of the Subject Properties included in the ROFO Notice (the “Second ROFO Notice”), Tenant shall have five (5) business days from and after the receipt of the Second ROFO Notice to elect to purchase the Subject Property or Subject Properties, as applicable, at the price and on the other terms and conditions contained in the Second ROFO Notice. If Tenant does not so elect to purchase at the price and on such other terms and conditions as specified in the ROFO Notice or the Second ROFO Notice, as applicable, then Landlord shall be permitted to sell the Subject Property or Subject Properties, as applicable, to a third party (a “Purchaser“) on the same terms set forth in the ROFO Notice or the Second ROFO Notice, as applicable (except that Landlord shall be permitted to reduce the purchase price by no more than 10% of the purchase price in the ROFO Notice or the Second ROFO Notice, as applicable) and the third party purchaser shall take the Subject Property or Subject Properties, as applicable, subject to all the terms, provisions, and conditions of the Assignment Lease Agreement (including this right of first offer with respect to subsequent sales of the Subject Property or Subject Properties, as applicable,) executed in connection with such sale. If Tenant does not elect to purchase the Subject Property or Subject Properties, as applicable, in response to a ROFO Notice or a Second ROFO Notice, as applicable, as provided in this Section 14.06(b), Tenant shall execute within ten (10) business days following a written request from Landlord or the Purchaser, a written instrument in recordable form (which may be recorded at Landlord’s cost) setting forth Tenant’s waiver of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely Section 14.06(b) with respect to such successor sale in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of which a copy has been delivered form reasonably acceptable to Tenant, assumed all of the liabilities Purchaser, its lender and obligations of its predecessor in interest title insurer. Tenant’s rights under this Section 14.06(b) shall continue in full force and effect during the Lease accruing from Term and after the date of such transfer, assignment or conveyance; the foregoing provision shall not release the transferring Landlord from be waived, expire or terminate if Tenant fails to exercise its rights hereunder with respect to any obligation one or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Leasemore offers. Notwithstanding any other provision of this LeaseSection 14.06(b), except as expressly provided Tenant’s rights under this Section 14.06(b) shall not apply to (i) a foreclosure sale or deed in Sections 9.3lieu of foreclosure with respect to any Mortgage or to any sale thereafter, no transfer, assignment (ii) a sale or conveyance of interest of the transferring Landlord in all or any part transfer of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring by Landlord with respect to, any liabilities or obligations to an Affiliate of Landlord which accruedAffiliate was not structured for purposes of avoiding application of this Section 14.06(b); or (iii) any transfer, sale, or relate to any period assignment in connection with the merger of time, prior to the date Landlord or the sale of such transfer, assignment all or conveyancesubstantially all of the assets of Landlord.

Assignment by Landlord. At As long as no Event of Default has occurred and is continuing, Landlord agrees that it shall not sell the Premises or assign this Lease until the earlier to occur of (i) the fifth anniversary of the Effective Date, or (ii) the disposition, transfer or conversion by Group of Trophy LLC or its Affiliates of 100% of their Operating Class C Units of Modiv Operating Partnership, LP (or the resulting shares in Modiv Inc.). Subject to the foregoing, as a material inducement to Landlord’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Tenant hereby agrees that Landlord may, from time to time and at any time after and without the Commencement Dateconsent of Tenant, but subject to engage in all or any combination of the provisions following, or enter into agreements in connection with any of Section 9.3the following or in accordance with requirements that may be imposed by applicable securities, Landlord shall have tax or other Laws: the right to sale, assignment, grant, conveyance, transfer, assign financing, re‑financing, purchase or conveyre‑acquisition of the Premises, this Lease or any other Transaction Document, Landlord’s right, title and interest in whole this Lease or in partany other Transaction Document, the Properties servicing rights with respect to any of which the Leased Premises are a partforegoing, or participations in any portion or portions thereof, and any and all of its rights under this Lease, and in the foregoing. In the event Landlord transfersof any such sale or assignment other than a security assignment, assigns, or conveys its rights and obligations under this Lease, Landlord Tenant shall thereby be released from any future obligations hereunder and Tenant agrees to look solely attorn to such successor purchaser or assignee (so long as Landlord and such purchaser or assignee notify Tenant in interest of the Landlord for performance writing of such future obligations to transfer and such purchaser or assignee expressly assumes in writing the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing Landlord hereunder from and after the date of such transferassignment). At the request of Landlord, Tenant will execute such documents confirming the sale, assignment or conveyance; other transfer and such other agreements as Landlord may reasonably request, provided that the foregoing provision shall same do not release increase the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights liabilities and obligations of Tenant to accrued self-helphereunder. Landlord shall be relieved, abatement or other rights from and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to after the date of such transfertransfer or conveyance, of liability for the performance of any obligation of Landlord contained herein, except for obligations or liabilities accrued prior to such assignment or conveyancesale.

Assignment by Landlord. At any time after In the Commencement Dateevent of a sale, but subject to conveyance, or other transfer by Landlord of the provisions of Section 9.3Building, Landlord shall have the right to transfer, assign or convey, in whole or in partthe event of an assignment of this Lease by Landlord, the Properties same shall operate to release Landlord from any further liability upon any of which the Leased Premises are a partcovenants or conditions, express or any portion or portions thereofimplied, herein contained on the part of Landlord, and from any and all further liability, obligations, costs and expenses, demands, causes of its rights under action, claims or judgments arising out of this LeaseLease from and after the effective date of said release. In such event, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such the successor in interest of the Landlord for transferor. If any Security Deposit is given by Tenant to secure performance of Tenant’s covenants hereunder, Landlord may transfer such future obligations Security Deposit to any purchaser and thereupon Landlord shall be discharged from any further liability in reference thereto. Notwithstanding anything in this Lease to the extent such successor contrary, however, (i) in no event shall Landlord’s lender, who may have succeeded to the interest hasof Landlord by foreclosure, by written instrument deed in lieu of which a copy has been delivered foreclosure, or any other means, have any liability for any obligation of Landlord to Tenantprotect, assumed all defend, indemnify or hold harmless Tenant or any other person or entity except for those matters arising from the lender’s breach of the liabilities and obligations terms of its predecessor in interest under this Lease accruing from and after the date of such transferforeclosure, assignment deed in lieu of foreclosure or conveyance; the foregoing provision any other means, and (ii) such succeeding lender shall not release the transferring Landlord from have no liability for any obligation representations or liability which has not been assumed by such successor in interest of Landlord. Except for such release warranties of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair Landlord contained herein except for those matters arising from the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any lender’s breach of an express warranty or representation the terms of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to after the date of such transferforeclosure, assignment deed in lieu of foreclosure or conveyanceany other means.

Assignment by Landlord. At Landlord shall not sell or transfer the Premises or any time portion thereof to a third-party or otherwise assign this Lease to a third-party during the first two (2) Lease Years after the Commencement Date; provided, but however, the following transfers of the Premises or any portions thereof shall be exempt from the rights and procedures set forth herein, so long as such transfer is not a subterfuge by Landlord to avoid its obligations under this Lease (including, without limitation, the obligations of Landlord set forth in Exhibit G attached hereto) (the “Exempt Transfers”): (a) A transfer of the Premises, or any portion thereof, to one or more corporations, partnerships, limited liability companies, trusts or other entities which is/are 100% owned by Landlord; (b) a transfer of the Premises, or any portion thereof, to USAA Real Estate Company, LLC or its Affiliate (“USAA”); (c) an assignment of this Lease to a joint venture between Landlord and USAA or a wholly owned subsidiary thereof; (d) a grant of a mortgage, deed of trust or other hypothecation of Landlord’s interest in the Premises, or any part thereof, subject to the provisions terms and conditions of this Lease; (e) a transfer of the Premises, or any portion thereof, by foreclosure or deed in lieu of foreclosure to a mortgagee or deed of trust beneficiary, or any nominee or designee of such mortgagee or deed of trust beneficiary (collectively a “Lender”) holding a lien on the Premises or any part thereof, provided that any subsequent sale and conveyance of the Premises, or any part thereof, by such Lender shall be subject to the terms and conditions of this Section 9.39.2; and (f) any transfer of the Premises or any part thereof, to any governmental or quasi-governmental agency exercising its power of eminent domain. Notwithstanding the foregoing, following any Exempt Transfer, the transferee of the Premises shall take title thereto subject to the terms of this Section 9.2, which shall be binding and enforceable against such transferee to the same extent as Landlord. Except as otherwise provided in this Section 9.2, Landlord shall have the right to transfer, transfer and assign or convey, in whole or in part, the Properties of which the Leased Premises are a part, or any portion or portions thereof, and any and all of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from hereunder to any future person or entity acquiring ownership of the Premises and assuming in writing all of Landlord’s obligations hereunder thereafter accruing, and Tenant agrees in such event and upon such transfer (any such person or entity to look solely to such successor in interest of have the Landlord for performance of such future obligations to the extent such successor in interest hasbenefit of, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer, assignment or conveyance; the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Leasebe subject to, the failure provisions of any Sections 10.1 and 10.2 hereof) no further liability or obligation shall thereafter accrue against Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to the date of such transfer, assignment or conveyancehereunder.

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord shall have the right to transfer, assign or convey, in whole or in part, the Properties Projects of which the Leased Premises are a part, or any portion or portions thereof, and any and all of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer, assignment or conveyance; the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property Project or the Land shall release or reduce, or prejudice Tenant’s 's rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to the date of such transfer, assignment or conveyance.

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord shall have the right to transfer, assign or conveytransfer and assign, in whole or in part, the Properties of which the Leased Premises are a part, or any portion or portions thereof, and any and all of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Leasehereunder and in the Project and all other property referred to herein, and in such event and upon such transfer (any such transferee to have the benefit of, and be subject to, the provisions of Sections 8.3 and 8.4 hereof), no further liability or obligation shall thereafter accrue against Landlord hereunder subject, however, to the following: (a) If Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer, assignment or conveyance; the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in transfer all or any part of its interest in the Property Project (which Landlord may do, in its sole discretion), then except as to the granting of a mortgage or other security interest or the Land shall release foreclosure or reduce, or prejudice Tenant’s rights against the transferring Landlord granting of a deed-in-lieu of foreclosure with respect tothereto (or the transfer of the Project to a lender for a nominal amount, any liabilities or which transfer has the practical effect of a deed-in-lieu of foreclosure), Landlord shall either (i) cause the transferee, in a writing delivered to Tenant, to assume (subject to the limitations of liability contained in Section 8.4) the obligations of Landlord which accruedhereunder equal to the percentage interest being transferred to the transferee, whether they arise before or after the date of the transfer, or relate (ii) give Tenant forty-five (45) days advance notice of the proposed transfer ("Advance Transfer Notice"). If Landlord elects (i) and the transfer in question is a transfer of all of transferor's interest in the Project, then the transferor shall no longer be liable under this Lease for any obligations of Landlord hereunder assumed by the transferee, whether arising before or after the transfer. If Landlord elects (ii), then (A) the transferee shall not be required to assume nor be liable for any period of time, obligations to the extent they accrue prior to the date of transfer; however, the transferee must assume the obligations accruing after the date of the transfer and then the transferor shall not be liable under this Lease for such obligations (and with respect to obligations accruing after such date, the transferee's liability shall be limited by the terms of Section 8.4), (B) Tenant shall notify Landlord in writing (the "Claims Notice") within thirty (30) days after receipt of the Advance Transfer Notice of any claims or potential claims (specified in reasonably sufficient detail for Landlord to understand the claim and made in good faith) then known to Tenant after reasonable and diligent inquiry by Tenant that Tenant may have against Landlord under this Lease which have accrued against Landlord prior to the date of the Claims Notice, and the Claims Notice shall, if requested by Landlord, thereafter be supplemented by Tenant as of the date of the transfer, assignment and (C) an amount equal to the net sales proceeds (hereinafter defined) received by Landlord from such transfer shall constitute assets against which Tenant may proceed under Section 8.4 hereof (as to breaches by transferor only), but Tenant may so proceed if and only if, with respect to the claim giving rise to the judgment referred to in Section 8.4, (x) the claim accrued prior to the transfer, and (y) either of the following clauses (1) or conveyance(2) is satisfied: (1) the claim was specified in the Claims Notice or any supplement thereto as requested by Landlord as provided in Section 8.2(a)(ii)(B) and Tenant commenced an action against the transferor to recover on such claim within six (6) months after consummation of the transfer; or (2) (aa) the claim was any other claim of Tenant against Landlord under this Lease, (bb) the claim was not actually known to Tenant as of the date of delivery of the Claims Notice or any supplement thereto requested by Landlord as provided in Section 8.2(a)(ii)(B), (cc) the claim was one which could not have been known by Tenant as of such date by reasonable and diligent inquiry by Tenant, and (dd) Tenant commenced an action against Landlord to recover on such claim within one (1) year after consummation of the transfer (however, with respect to any claims made by Tenant pursuant to Section 2.3(e) hereof, such one (1) year limitation shall not apply and Tenant must have commenced such action against Landlord within sixty (60) days after the applicable audit was completed pursuant to Section 2.3(e) hereof), otherwise, neither Landlord nor the transferee shall have any liability for obligations which accrued prior to the date of transfer however (i) Landlord and the transferee shall be liable under this Lease (subject to the provisions of Section 8.4), for the Improvements Allowance which remains unpaid pursuant to, and subject to the provisions of, Section 2.5 and/or any Delay Payments which remain unpaid pursuant to, and subject to the provisions of, Section 1.2(d)(ii) hereof and (ii) the offset provisions described in Section 2.1(e) shall still be applicable with respect to items accruing after the date of the Claims Notice. Tenant shall keep confidential the nature of any proposed transfer revealed by Landlord as well as the identity of the proposed transferee until the same become publicly known (except as may be necessary in connection with any lawsuit contemplated by this Section 8.2). For purposes of this Section 8.2, "net sales proceeds" shall mean the gross proceeds from the sale or transfer of all or any portion of Landlord's interest in the Project, less (i) the sums necessary to satisfy any existing liens against the Project, and (ii) the reasonable costs and expenses of the sale or transfer. (b) The failure of Tenant to deliver timely the Claims Notice or any supplements thereto as requested by Landlord as provided in Section 8.2(a)(ii)(B) shall, in the absence of the application of clause (2) of the foregoing subsection (a), constitute the representation by Tenant that, as of the last date for timely delivery of such notice, there existed no claim which should have been described in such notice if the same had been timely delivered, and Tenant shall thereafter be estopped from proceeding against the net sales proceeds from the transfer with respect to any such claim which should have been so described. (c) Notwithstanding the right given Tenant to proceed against net sales proceeds as provided hereinabove, Tenant shall not have a lien against such proceeds nor shall Tenant have the right to stop or delay any transfer, or the escrowing of funds in connection therewith; however, Tenant shall be permitted to seek to obtain a court order or an injunction to prevent the dissipation of the net sales proceeds if such dissipation would irreparably harm Tenant's ability to collect on any claim set forth in the Claims Notice (as supplemented as provided in Section 8.2(a)(ii)(B) above). Tenant shall attorn to any party to whom Landlord transfers the Building pursuant to the terms hereof.

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord and its successors in interest shall have the right to transfer, assign or convey, transfer their interest in whole or in part, the Properties of which the Leased Premises are a partand this Lease at any time and to any person or entity. In the event of any conveyance of the Leased Premises and assignment by Landlord of this Lease to another, or any portion or portions thereof, and any and all of its rights under this Lease, the Landlord originally named herein (and in the event Landlord transferscase of any subsequent transfer, assignsthe transferor), from the date of such transfer, (i) shall be automatically relieved, without any further act by any person or conveys its rights and entity, of all liability for the performance of the obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of hereunder which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and may accrue after the date of such transfer, assignment or conveyance; and (ii) shall be relieved of all liability for the foregoing provision shall performance of the obligations of the Landlord hereunder which have accrued before the date of transfer if its transferee agrees to assume and perform all such obligations of the Landlord hereunder and such transferee is not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of substantially less solvent than Landlord. Except for In the event the Landlord's interest in the Leased Premises is transferred to multiple transferees, such release of the prior Landlordtransferees shall designate, in no event shall any by a written notice to Tenant delivered upon such transfer, assignment the name and address of a single person to whom all Rent and notices to be paid or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of given by Tenant hereunder arising out shall be addressed and who shall be the sole authorized party to give notices to Tenant hereunder; Tenant's payment of any breach Rent to such designated person shall satisfy Tenant's obligation to pay Rent to Landlord; Tenant's delivery of an express warranty or representation of any notices to such designated person shall constitute notice to Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Leaseand Tenant may rely upon notices from such designated person as being notice from Landlord. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to After the date of such transfer, assignment or conveyancethe term Landlord as used herein shall mean the transferee of such interest in the Leased Premises.

Assignment by Landlord. At As a material inducement to Landlord’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Tenant hereby agrees that Landlord may, from time to time and at any time after and without the Commencement Dateconsent of Tenant, but subject to engage in all or any combination of the provisions following, or enter into agreements in connection with any of Section 9.3the following or in accordance with requirements that may be imposed by applicable securities, Landlord shall have tax or other Laws: (a) the right to sale, assignment, grant, conveyance, transfer, assign financing, re-financing, purchase or conveyre-acquisition of all, in whole or in part, the Properties of which the Leased Premises are a part, less than all or any portion of the Leased Premises, this Lease or portions thereofany other Transaction Document, Landlord’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and all related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Landlord’s or any of its rights under this Lease, and in Affiliates’ status as a REIT. In the event Landlord transfersof any such sale or assignment other than a security assignment, assigns, or conveys its rights and obligations under this Lease, Landlord Tenant shall thereby be released from any future obligations hereunder and Tenant agrees to look solely attorn to such successor purchaser or assignee (so long as Landlord and such purchaser or assignee notify Tenant in interest of the Landlord for performance writing of such future obligations to transfer and such purchaser or assignee expressly assumes in writing the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing Landlord hereunder from and after the date of such transferassignment). At the request of Landlord, Tenant will execute such documents confirming the sale, assignment or conveyance; other transfer and such other agreements as Landlord may reasonably request, provided that the foregoing provision shall same do not release increase the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights liabilities and obligations of Tenant to accrued self-helphereunder. Landlord shall be relieved, abatement or other rights from and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to after the date of such transfertransfer or conveyance, of liability for the performance of any obligation of Landlord contained herein, except for obligations or liabilities accrued prior to such assignment or conveyancesale.

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord shall have the right to transfer, assign or convey, in whole or in part, the Properties Project of which the Leased Premises are a part, or any portion or portions thereof, and any and all of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer, assignment or conveyance; the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property Project or the Land shall release or reduce, or prejudice Tenant’s 's rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to the date of such transfer, assignment or conveyance.

Assignment by Landlord. At As a material inducement to Landlord’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Tenant hereby agrees that Landlord may, from time to time and at any time after and without the Commencement Dateconsent of Tenant, but subject engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Subject to the provisions last paragraph of this Section 9.315.01, Landlord shall have the right to sale, assignment, grant, conveyance, transfer, assign financing, re-financing, purchase or conveyre-acquisition of all, in whole or in part, the Properties of which the Leased Premises are a part, less than all or any portion of the Properties, this Lease or portions thereofany other Transaction Document, Landlord’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and all related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Landlord, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Landlord’s or any of its rights under this Lease, and in Affiliates’ status as a REIT. In the event Landlord transfersof any such sale or assignment other than a security assignment, assigns, or conveys its rights and obligations under this Lease, Landlord Tenant shall thereby be released from any future obligations hereunder and Tenant agrees to look solely attorn to such successor purchaser or assignee (so long as Landlord and such purchaser or assignee notify Tenant in interest of the Landlord for performance writing of such future obligations to transfer and such purchaser or assignee expressly assumes in writing the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing Landlord hereunder from and after the date of such transferassignment). Upon prior written request of Landlord, Tenant will execute such documents confirming the sale, assignment or conveyance; other transfer and such other agreements as Landlord may reasonably request, provided that the foregoing provision shall same do not release increase the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights liabilities and obligations of Tenant to accrued self-helphereunder. Landlord shall be relieved, abatement or other rights from and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to after the date of such transfertransfer or conveyance, of liability for the performance of any obligation of Landlord contained herein, except for obligations or liabilities accrued prior to such assignment or conveyancesale. Notwithstanding any provision to the contrary in Section 15.01(a), in the event that Landlord desires to assign its interest in this Lease with respect to one or more of the Properties, then (i) Landlord and Tenant, each in their reasonable discretion, shall mutually agree upon the Base Annual Rental as to any Properties covered by such assignment (the “Allocated Base Annual Rental”), (ii) Landlord shall prepare a new lease agreement in substantially the same form of this Lease with respect to any such Properties (each, a “New Lease Agreement”); and (iii) upon the assignment by Landlord, this Lease shall be amended to exclude any such Properties from this Lease, and the Base Annual Rental hereunder shall be reduced by the Allocated Base Annual Rental.

Assignment by Landlord. At any time after In the Commencement Dateevent of a sale, but subject to conveyance, or other transfer by Landlord of the provisions of Section 9.3Building, Landlord shall have the right to transferProject, assign or conveyportion thereof on which the Building is located, in whole or the Project or in partthe event of an assignment of this Lease by Landlord, the Properties same shall operate to release Landlord from any further liability upon any of which the Leased Premises are a partcovenants or conditions, express or any portion or portions thereofimplied, herein contained on the part of Landlord, and from any and all further liability, obligations, costs and expenses, demands, causes of its rights under action, claims or judgments arising out of this LeaseLease from and after the effective date of said release. In such event, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such the successor in interest of the Landlord for transferor. If any Security Deposit is given by Tenant to secure performance of Tenant's covenants hereunder, Landlord may transfer such future obligations Security Deposit to any purchaser and thereupon Landlord shall be discharged from any further liability in reference thereto. Notwithstanding anything in this Lease to the extent such successor contrary, however, (i) in no event shall Landlord’s lender, who may have succeeded to the interest hasof Landlord by foreclosure, by written instrument deed in lieu of which a copy has been delivered foreclosure, or any other means, have any liability for any obligation of Landlord to Tenantprotect, assumed all defend, indemnify or hold harmless Tenant or any other person or entity except for those matters arising from the lender’s breach of the liabilities and obligations terms of its predecessor in interest under this Lease accruing from and after the date of such transferforeclosure, assignment deed in lieu of foreclosure or conveyance; the foregoing provision any other means, and (ii) such succeeding lender shall not release the transferring Landlord from have no liability for any obligation representations or liability which has not been assumed by such successor in interest of Landlord. Except for such release warranties of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair Landlord contained herein except for those matters arising from the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any lender’s breach of an express warranty or representation the terms of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to after the date of such transferforeclosure, assignment deed in lieu of foreclosure or conveyanceany other means.

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord shall have the right to transfer, assign or conveytransfer, in whole or in part, the Properties of which the Leased Premises are a part, or any portion or portions thereof, and any and all every feature of its rights and obligations hereunder and in the Building and Premises. Such assignments or transfers may be made to a corporation, trust, trust company, individual or group of individuals, and howsoever made shall be in all things respected and recognized by Tenant. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee’s interest in a Ground Lease of, the Building and/or Complex. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease accruing after the date of such transfer or conveyance provided that the transferee assumes the obligations of the landlord hereunder accruing after the effective date of such transfer. In the event of the sale or assignment of Landlord’s interest in the Complex (including, without limitation, a foreclosure sale or conveyance in lieu thereof), or in the event of the termination of any Ground Lease, Tenant shall be deemed to have attorned to, and to have recognized, such purchaser, grantee, assignee or ground lessor, as applicable, as the landlord under this Lease, and this Lease shall continue in the event Landlord transfersforce and effect as a direct lease between, assignsand shall be binding upon, Tenant and such purchaser, grantee, assignee or ground lessor. The foregoing shall be self-operative and no further instrument of attornment need be required by any Mortgagee, trustee, purchaser, grantee, assignee or ground lessor; provided, however, that Tenant, or conveys its rights successors in interest, will, within ten (10) business days after Tenant’s receipt of a written request therefor, execute and obligations under this Lease, Landlord shall thereby deliver whatever instruments may be released from any future obligations hereunder and Tenant agrees reasonably required to look solely to such successor in interest of carry out the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer, assignment or conveyance; the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out intent of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to the date of such transfer, assignment or conveyanceParagraph.

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, Landlord shall have the right to transfer, declares that it may assign or convey, in whole or in part, the Properties of which the Leased Premises are a part, or any portion or portions thereof, and any and all of its rights under this LeaseLease to a lending institution or to any Person as collateral security for a loan to Landlord and, and in the event that such an assignment is given and executed by Landlord transfersand notification thereof is given to Tenant by or on behalf of Landlord, assignsit is expressly agreed that this Lease shall not be cancelled or modified for any reason whatsoever without the consent in writing of such lending institution or Person if such consent is required. This Lease and all rights of the Tenant under the Lease shall be subject to and subordinate to any Security. Tenant hereby covenants and agrees that it will, or conveys its rights whenever reasonably required by Landlord and obligations at Landlord's expense, consent to and become a party to any instrument subordinating the Lease to any Security. However, no subordination by the Tenant shall have the effect of permitting the holder of any Security to disturb the Tenant's enjoyment of the Leased Premises as long as the Tenant shall comply with the covenants to be kept and performed by it under this Lease. The Tenant will, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest upon request of the Landlord for performance or the Person holding the Security or any Person having an interest in the project, execute and deliver promptly those instruments referred to herein. However, if ten (10) days after the date of such future obligations request, the Tenant has not executed and delivered them, the Tenant hereby irrevocably appoints the Landlord as the Tenant's attorney with full power and authority to execute and deliver in the extent such successor in interest hasname of the Tenant said instruments or the Landlord may, by written instrument at its sole option and discretion, terminate this Lease upon giving Tenant a THREE (3) BUSINESS DAYS notice of which a copy has been delivered its intention to Tenantdo so, assumed the whole without incurring any liability whatsoever and without prejudice to all of its other rights and recourses. It is agreed and understood that in the event of any sale of the Property by Landlord, then Landlord shall automatically be relieved of any and all obligations and liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfersale, assignment or conveyance; the foregoing provision shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of interest of the transferring Landlord in all or any part of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior to the date of such transfer, assignment or conveyance.PROVIDED THAT THE PURCHASER OF THE PROPERTY ASSUMES ALL OBLIGATIONS OF LANDLORD UNDER THIS LEASE..

Assignment by Landlord. At any time after the Commencement Date, but subject to the provisions of Section 9.3, (a) This Lease shall be fully assignable by Landlord shall have the right to transfer, assign or conveyand its successors and assigns, in whole or in part, subject to the terms of this Section 14.06. In the event that from time to time Landlord desires to assign its interest in this Lease with respect to less than all of the Properties (including to one or more Affiliates of which Landlord), then (a) the Leased Premises are a partassignee (“New Landlord”) and Tenant shall enter into an Assignment Lease Agreement, or any portion or portions thereofwith respect to the Properties to be affected by the assignment, to be prepared by Landlord substantially in the form of this Lease (an “Assignment Lease Agreement”); (b) Landlord shall allocate the Base Annual Rental payable hereunder between this Lease and the Assignment Lease Agreement (the amount so allocated to the Assignment Lease Agreement being the “Allocated Base Rent Amount”) so that the total amount of Annual Base Rental payable under this Lease and the Assignment Lease Agreement immediately after the transaction shall be the same as the Annual Base Rental payable under this Lease immediately prior to such transaction, and (c) this Lease shall be amended to exclude any such Properties from this Lease and the Base Annual Rent hereunder shall be reduced by the Allocated Base Rent Amount (as so amended, the “Remaining Lease”). In such event, Tenant and the New Landlord shall execute any such Assignment Lease Agreement within five (5) Business Days after delivery by Landlord of an execution version thereof. In addition, Tenant shall execute and deliver to Landlord or cause to be executed and delivered to Landlord any other instruments and documents requested by Landlord in connection with the assignment, including without limitation: (i) an Assignment Guaranty (the “Assignment Lease Guaranty”) from Lease Guarantor to be prepared by Landlord substantially in the form of the Lease Guaranty, (ii) estoppel certificates in accordance with the terms and conditions set forth in Section 9.05 of this Lease and Section 12 of the Lease Guaranty (and comparable provisions in the Assignment Lease Agreement and Assignment Lease Guaranty with respect to the Assignment Lease Agreement, the Remaining Lease, the Lease Guaranty and the Assignment Lease Guaranty executed by Tenant and Lease Guarantor, as applicable, in favor of Landlord, New Landlord, Lender and any new lender to New Landlord (a “New Lender”), as applicable, and (iii) if required by Lender or a New Lender, a subordination, non-disturbance and attornment agreement in accordance with Section 13.02 of this Lease or the comparable provision of the Assignment Lease Agreement. Tenant agrees to cooperate reasonably with Landlord in connection with any such assignment and execute, and cause Lease Guarantor to execute, such additional documents required by Landlord, Lender, New Landlord and any New Lender, including a new memorandum of the Assignment Lease Agreement, amendment of any existing memorandum of this Lease, such additional documents to be in form and substance reasonably acceptable to Tenant. From and after the effective date of any such Assignment Lease Agreement, this Lease and any such Assignment Lease Agreement shall be separate leases which shall be treated separately and independently for all purposes. The assignor Landlord shall be automatically released (without need for any further agreement or other document) from any liability thereafter arising with respect to the Properties covered thereby. In no event shall the assignor Landlord have any liability under any Assignment Lease Agreement. Without limiting the foregoing, (x) Tenant agrees that Landlord may agree in its sole discretion with any purchaser or assignee of any Property covered by an Assignment Lease Agreement to provide (or have a Landlord’s Affiliate provide) asset management and/or act as servicer regarding such Assignment Lease Agreement and the Properties thereunder; and (y) Tenant acknowledges that any Assignment Lease Agreement under this Section 14.06 may be, in Landlord’s sole discretion, a “master lease” agreement covering multiple Properties. Tenant shall cause all documents that are required to be executed by Tenant and/or Lease Guarantor under this Section 14.06 to be executed and delivered to Landlord within five (5) Business Days following Landlord’s written request therefor. (b) If Landlord, at any time during the Term of this Lease, desires to sell one or more Properties (the “Subject Property” or “Subject Properties”) in one or more transactions, Landlord shall first notify Tenant in writing stating the price, terms, and conditions upon which Landlord would be prepared to sell the Subject Property or Subject Properties, as applicable, to Tenant (the “ROFO Notice”), and Tenant shall have fifteen (15) business days from and after the receipt of the ROFO Notice to elect to purchase the Subject Property or Subject Properties, as applicable, at the price and on the other terms and conditions contained in the ROFO Notice, except that, if following Tenant’s election not to purchase the Subject Property or Subject Properties, as applicable, as specified in the ROFO Notice, Landlord gives a second ROFO Notice with respect to less than all of the Subject Properties included in the ROFO Notice (the “Second ROFO Notice”), Tenant shall have five (5) business days from and after the receipt of the Second ROFO Notice to elect to purchase the Subject Property or Subject Properties, as applicable, at the price and on the other terms and conditions contained in the Second ROFO Notice. If Tenant does not so elect to purchase at the price and on such other terms and conditions as specified in the ROFO Notice or the Second ROFO Notice, as applicable, then Landlord shall be permitted to sell the Subject Property or Subject Properties, as applicable, to a third party (a “Purchaser”) on the same terms set forth in the ROFO Notice or the Second ROFO Notice, as applicable (except that Landlord shall be permitted to reduce the purchase price by no more than 10% of the purchase price in the ROFO Notice or the Second ROFO Notice, as applicable) and the third party purchaser shall take the Subject Property or Subject Properties, as applicable, subject to all the terms, provisions, and conditions of the Assignment Lease Agreement (including this right of first offer with respect to subsequent sales of the Subject Property or Subject Properties, as applicable,) executed in connection with such sale. If Tenant does not elect to purchase the Subject Property or Subject Properties, as applicable, in response to a ROFO Notice or a Second ROFO Notice, as applicable, as provided in this Section 14.06(b), Tenant shall execute within ten (10) business days following a written request from Landlord or the Purchaser, a written instrument in recordable form (which may be recorded at Landlord’s cost) setting forth Tenant’s waiver of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely Section 14.06(b) with respect to such successor sale in interest of the Landlord for performance of such future obligations to the extent such successor in interest has, by written instrument of which a copy has been delivered form reasonably acceptable to Tenant, assumed all of the liabilities Purchaser, its lender and obligations of its predecessor in interest title insurer. Tenant’s rights under this Section 14.06(b) shall continue in full force and effect during the Lease accruing from Term and after the date of such transfer, assignment or conveyance; the foregoing provision shall not release the transferring Landlord from be waived, expire or terminate if Tenant fails to exercise its rights hereunder with respect to any obligation one or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Leasemore offers. Notwithstanding any other provision of this LeaseSection 14.06(b), except as expressly provided Tenant’s rights under this Section 14.06(b) shall not apply to (i) a foreclosure sale or deed in Sections 9.3lieu of foreclosure with respect to any Mortgage or to any sale thereafter, no transfer, assignment (ii) a sale or conveyance of interest of the transferring Landlord in all or any part transfer of the Property or the Land shall release or reduce, or prejudice Tenant’s rights against the transferring by Landlord with respect to, any liabilities or obligations to an Affiliate of Landlord which accruedAffiliate was not structured for purposes of avoiding application of this Section 14.06(b); or (iii) any transfer, sale, or relate to any period assignment in connection with the merger of time, prior to the date Landlord or the sale of such transfer, assignment all or conveyancesubstantially all of the assets of Landlord.

Assignment by Landlord. At any time after During the Commencement Date, but subject to the provisions of Section 9.3Lease Term, Landlord shall have the right to transfer, not assign its interest in this Lease or convey, convey its fee interest in whole or in part, the Properties of which the Leased Premises are a partto any Person other than Landlord’s Affiliate, without first obtaining Tenant’s written consent, which Tenant may withhold in its sole discretion. No Alcoa Entity shall, prior to Landlord’s completion of Landlord’s Transition Work, convey its interest in the Access Areas, the Mineral Estate or the Adjacent Premises (or, as applicable, permit any Affiliate of an Alcoa Entity to convey its interest in the Access Areas or Adjacent Premises) to any Person other than to Landlord’s Affiliate, without first obtaining in each case Tenant’s written consent, which Tenant may withhold in its sole discretion. Following Landlord’s completion of Landlord’s Transition Work, each Alcoa Entity may, without the consent of Tenant, convey its interest in the Access Areas, the Mineral Estate and/or the Adjacent Premises (or, as applicable, permit an Affiliate of such Alcoa Entity to convey its interest in the Access Areas and/or Adjacent Premises) to any Person, subject to Tenant’s ROFO in Section 17.4 below to the extent applicable; provided that, other than in the case of the transactions specified in subclauses (i) or (ii) of the following sentence, any conveyance of an Alcoa Entity’s (or its Affiliate’s) interest in all or any portion or portions thereof, and any and all of its rights under this Lease, and in the event Landlord transfers, assigns, or conveys its rights and obligations under this Lease, Landlord shall thereby be released from any future obligations hereunder and Tenant agrees to look solely to such successor in interest of the Landlord for performance Access Areas, Mineral Estate and/or Adjacent Premises shall be void ab initio unless the Transfer Conditions shall have been satisfied prior to the consummation thereof. A direct or indirect change in Control of an Alcoa Entity that owns the Leased Premises, Access Areas or Adjacent Premises (or of any Affiliate of such future obligations to Alcoa Entity that owns the extent such successor in interest has, by written instrument of which a copy has been delivered to Tenant, assumed all of the liabilities and obligations of its predecessor in interest under this Lease accruing from and after the date of such transfer, assignment Access Areas or conveyance; the foregoing provision Adjacent Premises) shall not release the transferring Landlord from any obligation or liability which has not been assumed by such successor in interest of Landlord. Except for such release of the prior Landlord, in no event shall any transfer, assignment or conveyance affect or otherwise impair the rights of Tenant to accrued self-help, abatement or other rights and remedies of Tenant hereunder arising out of any breach of constitute an express warranty or representation of any Landlord contained in this Lease, the failure of any Landlord to perform any covenant of Landlord under this Lease or otherwise arising out of this Lease. Notwithstanding any other provision of this Lease, except as expressly provided in Sections 9.3, no transfer, assignment or conveyance of such Alcoa Entity’s and/or such Affiliate’s interest in the Leased Premises, the Access Areas, the Mineral Estate and/or the Adjacent Premises, as applicable with respect to any such Alcoa Entity (and/or an assignment of such Alcoa Entity’s and/or such Affiliate’s interest in this Lease), in each case subject to the transferring Landlord terms and conditions of this Section 17.1, other than due to (i) a change in all ownership or any part management of the Property or the Land shall release or reducean Affiliate of such Alcoa Entity whose shares are traded on a nationally recognized stock exchange, or prejudice Tenant’s rights against (ii) a Fundamental Transaction (as defined in the transferring Landlord with respect to, any liabilities or obligations of Landlord which accrued, or relate to any period of time, prior Purchase Agreement) involving Alcoa Corp. Notwithstanding anything to the date of such transfercontrary herein, assignment at no time shall Landlord suffer or conveyancepermit any Fee Mortgage or Lien (other than a Permitted Lien) to encumber Landlord’s fee interest in the Leased Premises, nor shall Landlord be permitted to otherwise pledge, hypothecate or encumber its fee interest in the Leased Premises.