Common use of Exculpation of Successor Landlord Clause in Contracts

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's obligations and liability under the Lease shall never extend beyond Successor Landlord's (or its successors' or assigns') interest, if any, in Tenant's Premises from time to time, including insurance and condemnation proceeds, Successor Landlord's interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Premises by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor Landlord to secure such payments) (collectively, “Successor Landlord's Interest”), and Tenant shall look exclusively to Successor Landlord's Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein shall be construed to grant Tenant any right to seek any recovery from any Former Landlord or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of the Lease.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's Landlord’s Premises from time to time, including insurance and condemnation proceeds, Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Landlord’s Premises by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor successor Landlord to secure such payments) (collectively, “Successor Landlord's ’s Interest”), and Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises’s Premises and the assumption by the transferee of the Landlord’s obligations under the Lease, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's ’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein shall be construed to grant Tenant any right to seek any recovery from any Former Landlord former landlord or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of the Lease.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) Agreement the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's Landlord’s Premises from time to time, including rents, insurance and condemnation proceeds, Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Landlord’s Premises by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor Landlord to secure such payments) (collectively, “Successor Landlord's ’s Interest”), and . Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's ’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein In addition to any limitation of liability set forth in this Agreement, Mortgagee and/or its successors and assigns shall under no circumstances be construed to grant Tenant liable for any right to seek any recovery from any Former Landlord incidental, consequential, punitive, or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of the Leaseexemplary damages.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's Premises Landlord’s Property from time to time, including insurance and condemnation proceeds, Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Premises Landlord’s Property by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor successor Landlord to secure such payments) (collectively, “Successor Landlord's ’s Interest”), and Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises’s Property and the assumption by the transferee of the Landlord’s obligations under the Lease, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's ’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein shall be construed to grant Tenant any right to seek any recovery from any Former Landlord former landlord or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of the Lease. THIS SECOND AMENDMENT TO LEASE (this “Amendment”), dated as of February 20, 2014 (the “Effective Date”), is entered into by and between FORWARD ONE, LLC, a California limited liability company (“Landlord”), and LENDINGCLUB CORPORATION, a Delaware corporation (“Tenant”). Capitalized terms used, but not defined, in this Amendment shall have the meanings ascribed to such terms in the Lease (as hereinafter defined).

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's Landlord’s Premises from time to time, including the rents and proceeds therefrom, including insurance and condemnation proceeds, Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Landlord’s Premises by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor Landlord to secure such payments) (collectively, ““ Successor Landlord's InterestLxxxxxxx’s Interest ”), and . Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) including the rents and proceeds therefrom for payment or discharge of any obligations of Successor Landlord under the Lease as affected modified by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant Txxxxx obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's Lxxxxxxx’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. In addition to any limitation of liability set forth in this Agreement, Mortgagee and/or its successors and assigns shall under no circumstances be liable for any incidental, consequential, punitive, or exemplary damages. Nothing contained herein shall be construed to grant Tenant any right to seek any recovery from any Former Landlord affect the limitations on Tenant’s liability set forth in Section 26(b) or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of elsewhere in the Lease.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's Landlord’s Premises from time to time, including insurance and condemnation proceeds, Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Landlord’s Premises by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor Landlord to secure such payments) (collectively, “Successor Landlord's ’s Interest”), and Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's ’s Premises, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's ’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein shall be construed to grant Tenant any right to seek any recovery from any Former Landlord or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of the Lease.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's ’s Premises from time to time, including insurance and condemnation proceeds, Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's ’s Premises by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor Landlord to secure such payments) (collectively, “Successor Landlord's ’s Interest”), and Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's ’s Premises, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's ’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein shall be construed to grant Tenant any right to seek any recovery from any Former Landlord or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of the Lease.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's Premises Landlord’s Property from time to time, including insurance and condemnation proceeds, Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Premises Landlord’s Property by Successor Landlord Land lord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor successor Landlord to secure such payments) (collectively, “Successor Landlord's ’s Interest”), and Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises’s Property and the assumption by the transferee of the Landlord’s obligations under the Lease, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's ’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein shall be construed to grant Tenant any right to seek any recovery from any Former Landlord former landlord or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of the Lease. THIS SUBLEASE (“Sublease”) is made and entered into as of October 17, 2014 (the “Effective Date”), by and between LendingClub Corporation, a Delaware corporation (“Sublandlord”), and Teachscape, Inc., a Delaware corporation (“Subtenant”), with reference to the following facts: A. Forward One, LLC, a California limited liability company (“Forward One”), as landlord, and Subtenant, as tenant, entered into that certain Lease Agreement dated November 14, 2013 (the “Master Lease”), with respect to certain premises (the “Master Lease Premises”) containing a total of approximately 25,908 rentable square feet and consisting of the entire 19th (containing approximately 13,601 rentable square feet) and 20th (containing approximately 12,307 rentable square feet) floors of the 23 story office building located at 00 Xxxxxxxxx Xxxxxx, San Francisco, California (the “Building”). B. F1 Xxxxxxxxx, LLC, a Delaware limited liability company (“Landlord”) is the successor-in-interest to Forward One, and is the current owner of the Building. C. Pursuant to that certain Assignment and Assumption of Lease of even date herewith, Subtenant has assigned and Sublandlord has assumed all of Subtenant’s right, title and interest in and to the tenant’s interest in the Lease (the “Lease Assignment”). D. Following the Lease Assignment, Subtenant desires to remain in possession of the 19th and 20th floors of the Building for a prescribed period of time to allow Subtenant to make arrangements to relocate to another location. Accordingly, Subtenant wishes to sublease back from Sublandlord the 19th and 20th floors of the Building, each for the term and on the terms and conditions set forth herein (said 19th and 20th floors being referred to herein respectively as the “19th Floor Sublease Premises” and the “20th Floor Sublease Premises”, and collectively as the “Sublease Premises”). E. Sublandlord is willing to accommodate Subtenant and to sublease to Subtenant the 19th Floor Sublease Premises and the 20th Floor Sublease Premises, each for the term and on the terms and conditions set forth herein.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability liabilities under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's Landlord’s Premises from time to time, including Rents, insurance and condemnation proceedsproceeds (except to the extent reinvested in the Landlord’s Premises), Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Landlord’s Premises by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor Landlord to secure such payments) (collectively, “Successor Landlord's ’s Interest”), and . Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's ’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein shall be construed to grant Tenant any right to seek any recovery from any Former Landlord or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of the Lease.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's Landlord’s Premises from time to time, including the rents and proceeds therefrom, including insurance and condemnation proceeds, Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Landlord’s Premises by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor Landlord to secure such payments) (collectively, ““ Successor Landlord's InterestXxxxxxxx’s Interest ”), and . Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) including the rents and proceeds therefrom for payment or discharge of any obligations of Successor Landlord under the Lease as affected modified by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant Xxxxxx obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's Xxxxxxxx’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. In addition to any limitation of liability set forth in this Agreement, Mortgagee and/or its successors and assigns shall under no circumstances be liable for any incidental, consequential, punitive, or exemplary damages. Nothing contained herein shall be construed to grant Tenant any right to seek any recovery from any Former Landlord affect the limitations on Tenant’s liability set forth in Section 26(b) or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of elsewhere in the Lease.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's Landlord’s Premises from time to time, including the rents and proceeds therefrom, including insurance and condemnation proceeds, Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Landlord’s Premises by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor Landlord to secure such payments) (collectively, “Successor Landlord's ’s Interest”), and . Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) including the rents and proceeds therefrom for payment or discharge of any obligations of Successor Landlord under the Lease as affected modified by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant Xxxxxx obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's Xxxxxxxx’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. In addition to any limitation of liability set forth in this Agreement, Mortgagee and/or its successors and assigns shall under no circumstances be liable for any incidental, consequential, punitive, or exemplary damages. Nothing contained herein shall be construed to grant Tenant any right to seek any recovery from any Former Landlord affect the limitations on Tenant’s liability set forth in Section 26(b) or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of elsewhere in the Lease.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's Premises the Property from time to time, including insurance and condemnation proceeds, security deposits, escrows, Successor Landlord's ’s interest in the Lease, and the proceeds from any sale sale, lease or other disposition of Tenant's Premises the Property (or any portion thereof) by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor Landlord to secure such payments) (collectively, the “Successor Landlord's ’s Interest”), and . Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's ’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein Notwithstanding the foregoing, this Section 5 shall be construed to grant Tenant any not limit or modify Tenant’s right to seek any recovery from any Former Landlord xxxxx Rent or Successor Landlord to terminate the extent that such recovery is not permitted under or is restricted by Lease in accordance with the provisions of the LeaseLease and this Agreement and nothing herein shall be a waiver of the obligations of Successor Landlord to restore the Leased Premises after a casualty or condemnation in accordance with the terms of the Lease or a waiver of any of Tenant’s rights under the Lease in connection with any damage to or condemnation of the Property or the Leased Premises.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary set forth in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease Successor Landlord shall be deemed to have been automatically amended to provide that Successor Landlord's obligations and no obligation or liability hereunder or under the Lease shall never extend beyond Successor Landlord's (or its successors' or assigns') then interest, if any, in Tenant's Premises from time to time, including insurance and condemnation proceeds, Successor Landlord's interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Premises by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor Landlord to secure such payments) (collectively, “Successor Landlord's Interest”)Premises, and Tenant shall look exclusively to such interest of Successor Landlord, if any, in Landlord's Interest (or that of its successors Premises for the payment and assigns) for payment or discharge of any obligations of imposed upon Successor Landlord hereunder or under the Lease as affected by this Agreement, and (b) the obligations Successor Landlord is hereby expressly released and relieved of any other liability hereunder and under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transferLease. If Tenant obtains any money judgment against Successor Landlord with respect to this Agreement, the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to the interest of Successor Landlord, * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. if any, in Landlord's Interest (or that of its successors and assigns) Premises to collect such judgment. judgment and Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein Without limiting the generality of the foregoing, upon any attornment pursuant to this Agreement, the Lease shall be construed deemed to grant Tenant any right have been automatically amended to seek any recovery from any Former Landlord or Successor Landlord to the extent that such recovery is not permitted under or is restricted by incorporate the provisions of the Leasethis Section 5.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability liabilities under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's the Landlord’s Premises from time to time, including insurance and condemnation proceedsproceeds (except to the extent reinvested in the Landlord’s Premises), Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's the Landlord’s Premises by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor Landlord to secure such payments) (collectively, “Successor Landlord's ’s Interest”), and . Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant Xxxxxx obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's Xxxxxxxx’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein shall be construed to grant Tenant any right to seek any recovery from any Former Landlord or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of the Lease.

Exculpation of Successor Landlord. A. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) Agreement the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's Landlord’s Premises from time to time, including insurance and condemnation proceeds, Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Landlord’s Premises by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor Landlord to secure such payments) (collectively, “Successor Landlord's ’s Interest”), and . Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's ’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein shall be construed to grant Tenant Further, neither Administrative Agent nor any right to seek any recovery from any Former Landlord or Lender nor Successor Landlord shall have any liability or responsibility under or pursuant to the extent that such recovery is not permitted under or is restricted by the provisions terms of the LeaseLease and/or this Agreement after it ceases to own a fee interest in or to the Landlord’s Premises.

Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, (a) the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's ’s obligations and liability under the Lease shall never extend beyond Successor Landlord's ’s (or its successors' ’ or assigns'’) interest, if any, in Tenant's Premises Landlord’s Property from time to time, including insurance and condemnation proceeds, Successor Landlord's ’s interest in the Lease, and the proceeds from any sale or other disposition of Tenant's Premises Landlord’s Property by Successor Landlord (provided that Tenant shall have no interest in or right to participate in (i) any payments made under any promissory note received by Successor Landlord in connection with any such sale or other disposition, or (ii) any collateral held by Successor successor Landlord to secure such payments) (collectively, “Successor Landlord's ’s Interest”), and Tenant shall look exclusively to Successor Landlord's ’s Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement, and (b) the obligations under the Lease of Lender or any affiliate of Lender which becomes a Successor Landlord shall terminate upon the transfer by such Successor Landlord of its interest in Landlord's Premises’s Property and the assumption by the transferee of the Landlord’s obligations under the Lease, and thereupon Tenant shall look solely to the transferee for the performance of all obligations of the landlord under the Lease which accrue or otherwise become performable following the date of such transfer. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's ’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. Nothing herein shall be construed to grant Tenant any right to seek any recovery from any Former Landlord former landlord or Successor Landlord to the extent that such recovery is not permitted under or is restricted by the provisions of the Lease. THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is dated as of July 6, 2015 (the “Effective Date”), and is entered into by and between F1 XXXXXXXXX, LLC, a Delaware limited liability company (“Landlord”), and BARE ESCENTUALS BEAUTY, INC., a Delaware corporation (“Tenant”).