Common use of Foreclosure and Sale Clause in Contracts

Foreclosure and Sale. In the event of a Foreclosure Sale, -------------------- (a) So long as Tenant complies with this Agreement and is not in default under any of the provisions of the Lease, the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary's acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (i) liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord); or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease; or (vi) liable to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiary. (b) Upon the written request of Beneficiary after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary acquires title to the Property as a result of a Foreclosure Sale, (i) Beneficiary will not be obligated to expend any monies to restore casualty damage in excess of available insurance proceeds; (ii) tenant shall not have the right to make repairs and deduct the cost of such repairs from the rent without a judicial determination that Beneficiary is in default of its obligations under the Lease; (iii) in no event will Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlord; and (iv) other than determination of fair market value, no disputes under the Lease shall be subject to arbitration unless Beneficiary and Tenant agree to submit a particular dispute to arbitration.

Foreclosure and Sale. In the event of a Foreclosure Sale, --------------------, (a) So long as Tenant complies with this Agreement and is not in default under any of the provisions of the Lease, the Lease shall continue in full force and effect as a direct lease between Beneficiary Foreclosure Purchaser and Tenant, and Beneficiary Foreclosure Purchaser will not disturb the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord Foreclosure Purchaser and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept Beneficiary Foreclosure Purchaser as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary's acquisition of If Foreclosure Purchaser acquires title to the Property, Beneficiary Foreclosure Purchaser will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary Foreclosure Purchaser shall not be: be (i) liable for any act or omission of a prior landlord (including Landlord), except to the extent that (A) such act or omission relates to the physical condition of the Premises and is not personal to Landlord, (B) such act or omission is a non-monetary default under the Lease of which Lender or Foreclosure Purchaser was given prior written notice in accordance with the terms of Section 2 of this Agreement, (C) such default is continuing after Foreclosure Purchaser takes legal title to the Premises or the Property, (D) such default is susceptible to cure by Foreclosure Purchaser, and (E) Foreclosure Purchaser is given a reasonable opportunity to cure such default after Foreclosure Purchaser has acquired legal title to the Property; provided, however, that in such event Foreclosure Purchaser’s liability shall be determined as if such default had first arisen on the day Foreclosure Purchaser acquired legal title to the Premises and providing further that nothing in this provision shall be construed to impose any personal liability on Foreclosure Purchaser or any liability for consequential or punitive damages by reason of any such default or require Foreclosure Purchaser to complete any tenant improvements for the Premises; or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or or, to the extent not actually received by Foreclosure Purchaser, by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord); provided that Tenant shall not be required to replenish any security deposit or other sum to the extent that Foreclosure Purchaser fails to receive transfer of the same from the Landlord, or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of BeneficiaryLender or Foreclosure Purchaser (for the avoidance of doubt, notwithstanding the fact that the amendments to the Lease contemplated under Section 2.2(b)(iii) of the Lease with respect to the First Floor Option (as defined in the Lease), Section 2.2(c)(viii) with respect to the Suite 310 Expansion Right (as defined in the Lease), Section 2.4(b) with respect to the Contraction Right (as defined in the Lease), Section 2.5(d) with respect to the ROFO (as defined in the Lease) and Section 3.4(d) of the Lease with respect to the Extension Option (as defined in the Lease) shall require Lender’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed), the foregoing shall not limit Tenant’s right to exercise the First Floor Option, the Suite 310 Expansion Right, the Contraction Right, the ROFO, or the Extension Option set forth in the Lease); (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease; or (vi) liable to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by BeneficiaryLender or Foreclosure Purchaser. (b) Upon the written request of Beneficiary after a Foreclosure SalePurchaser, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary Foreclosure Purchaser acquires title to the Property as a result of a Foreclosure Sale, (i) Beneficiary Foreclosure Purchaser will not be obligated to expend any monies to restore casualty damage in excess of available insurance proceeds; (ii) tenant Tenant shall not have the right to make repairs and deduct the cost of such repairs from the rent without a judicial determination that Beneficiary is rent, except as expressly permitted in default Section 15.6 of its obligations under the Lease; (iii) in no event will Beneficiary Foreclosure Purchaser be obligated to indemnify Tenant, except where Beneficiary Foreclosure Purchaser is in breach of its obligations under the Lease or where Beneficiary Foreclosure Purchaser has been actively negligent in the performance of its obligations as landlord; and (iv) other than determination of fair market value, no disputes under the Lease shall be subject to arbitration unless Beneficiary Foreclosure Purchaser and Tenant agree to submit a particular dispute to arbitration.

Foreclosure and Sale. In the event of a Foreclosure Sale, --------------------, (a) So long as Tenant complies with this Agreement and is not in default under any of the provisions of the LeaseLease beyond any applicable notice and cure period, the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary's ’s acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (i) liable for any act or omission of a prior landlord (including Landlord), provided that, Beneficiary shall be responsible for continuing defaults in the nature of repair, maintenance and replacement obligations of Landlord, or providing services by Landlord, as set forth in the Lease; or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord)) unless and to the extent actually received by Beneficiary; or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease; or (vi) liable to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiary. (b) Upon the written request of Beneficiary after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary acquires title to the Property as a result of a Foreclosure Sale, (i) Beneficiary will not be obligated to expend any monies to restore casualty damage in excess of available insurance proceeds, reimbursements and the applicable insurance deductible; (ii) tenant except as expressly set forth in the Lease, Tenant shall not have the right to make repairs and deduct the cost of such repairs from the rent without a judicial determination that Beneficiary is in default of its obligations under the Lease; (iii) in no event will Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlord; and (iv) other than determination of fair market value, no disputes under the Lease shall be subject to arbitration unless Beneficiary and Tenant agree to submit a particular dispute to arbitration.

Foreclosure and Sale. In the event of a Foreclosure Sale, --------------------, (a) So long as Tenant complies with this Agreement and is not in default under any of the provisions of the LeaseLease beyond any applicable cure period, the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale, and Beneficiary agrees to accept such attornment. Upon Beneficiary's acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (i) liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord), unless such payment or deposit has been transferred or credited to Beneficiary; or (ivv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease, except for warranties as to ownership by Beneficiary and quiet enjoyment from and after the date of the Foreclosure Sale; or (vi) liable to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiary. (b) Upon the written request of Beneficiary after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary acquires title to the Property as a result of a Foreclosure Sale, (i) Beneficiary will not be obligated to expend any monies to restore casualty damage in excess of available insurance proceeds; (ii) tenant Tenant shall not have the right to make repairs and deduct the cost of such repairs from the rent without a judicial determination that Beneficiary is in default of its obligations under the Lease; (iii) Beneficiary shall not be required to grant nondisturbance to any non-affiliated subtenants of Tenant; (iv) in no event will Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlord; and (ivv) other than determination of fair market value, no disputes under the Lease shall be subject to arbitration unless Beneficiary and Tenant agree to submit a particular dispute to arbitration.

Foreclosure and Sale. In the event of a Foreclosure Sale, --------------------, (a) So long as Tenant complies with this Agreement and is not in material default beyond any applicable notice and cure period under any of the provisions of the Lease, the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary's acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (i) liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord)) except where such advanced rent or security deposit has actually been paid or credited to Beneficiary on account of advanced rent or security deposits; or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of BeneficiaryBeneficiary after the date hereof; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease, except where Beneficiary is in breach of its ongoing obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlord after it acquired title to the Property, with Beneficiary to be liable, however, only for the liabilities attributable to the period after Beneficiary's acquisition of title to the Property; or (vi) liable to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiary. (b) Upon the written request of Beneficiary after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary acquires title to the Property as a result of a Foreclosure Sale, (i) Beneficiary will not be obligated to expend any monies to restore casualty damage in excess of available insurance proceeds; (ii) tenant shall not have the right to make repairs and deduct the cost of such repairs from the rent without a judicial determination that Beneficiary is in default of its obligations under the Lease; (iii) in no event will Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlord; and (iv) other than determination of fair market value, no disputes under the Lease shall be subject to arbitration unless Beneficiary and Tenant agree to submit a particular dispute to arbitration.

Foreclosure and Sale. In the event of a Foreclosure Sale, --------------------, (a) So long as Tenant complies with this Agreement and is not in default under any of the provisions of the LeaseLease (after notice and expiration of any applicable cure periods), the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary's acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (i) liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord), except to the extent the circumstances giving rise to such offset or defense continue beyond the Foreclosure Sale; or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord); or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties representations or indemnities contained in the Leasewarranties; or (vi) liable to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiary. (b) Upon the written request of Beneficiary after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary acquires title to the Property as a result of a Foreclosure Sale, (i) Beneficiary will not be obligated to expend any monies to restore casualty damage in excess of available insurance proceedsproceeds (however, if insurance proceeds are not sufficient to restore such casualty damage, Tenant may elect to terminate the Lease); (ii) tenant Tenant shall not have the right to make repairs and deduct the cost of such repairs from the rent without a judicial determination that Beneficiary is in default of its obligations under the Lease; (iii) in no event will Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlordlandlord or where otherwise provided in Section 13.5 of the Lease; and (iv) other than determination of fair market valuevalue or a dispute regarding Landlord's failure to fund the Tenant Improvement Allowance, no disputes under the Lease shall be subject to arbitration unless Beneficiary and Tenant agree to submit a particular dispute to arbitration.

Foreclosure and Sale. In the event of a Foreclosure Sale, -------------------- (a) So long as Tenant complies with this Agreement If an Event of Default shall occur and is not in default under be continuing, Beneficiary may elect to sell or cause the Deed of Trust Trustee to sell the Leasehold Trust Estate or any part of the provisions Leasehold Trust Estate by exercise of the Leasepower of foreclosure or of sale granted to Deed of Trust Trustee and/or Beneficiary by applicable law or this Deed of Trust. In such case, Deed of Trust Trustee or Beneficiary may commence a civil action to foreclose this Deed of Trust, or it may proceed and sell the Lease shall continue in full force and effect as a direct lease between Leasehold Trust Estate to satisfy any Obligation. Beneficiary and Tenant, and Beneficiary will not disturb Deed of Trust Trustee shall comply with the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term requirements of the Lease. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, Texas Property Code then in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary's acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: effect (ior other applicable law) liable for any act or omission of a prior landlord (including Landlord); or (ii) subject with regard to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord); or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease; or (vi) liable to Tenant such sale or any other party for any conflict between foreclosure sale contemplated by this Deed of Trust. Deed of Trust Trustee or Beneficiary or an officer appointed by a judgment of foreclosure to sell the provisions Leasehold Trust Estate, may sell all or such parts of the Lease Leasehold Trust Estate as may be chosen by Deed of Trust Trustee or Beneficiary at the time and place of sale fixed by it in a notice of sale, either as a whole or in separate lots, parcels or items as Deed of Trust Trustee or Beneficiary shall deem expedient, and in such order as it may determine, at public auction to the provisions highest bidder. Deed of Trust Trustee or Beneficiary or an officer appointed by a judgment of foreclosure to sell -14- the Leasehold Trust Estate may postpone any foreclosure or other lease affecting sale of all or any portion of the Property which is not entered into Leasehold Trust Estate by Beneficiarypublic announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement or subsequently noticed sale. Without further notice, Deed of Trust Trustee or Beneficiary or an officer appointed to sell the Leasehold Trust Estate may make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale. Any person, including Grantor, Deed of Trust Trustee or Beneficiary or any designee or affiliate thereof, may purchase at such sale. (b) Upon The Leasehold Trust Estate may be sold subject to unpaid taxes and Permitted Encumbrances, and, after deducting all costs, fees and expenses of Deed of Trust Trustee or Beneficiary (including costs of evidence of title in connection with the written request sale), Deed of Trust Trustee or Beneficiary after a Foreclosure Sale, or an officer that makes any sale shall apply the parties shall execute a lease proceeds of the Premises upon the same provisions as contained sale in the Lease between Landlord and Tenant, except as manner set forth in this Agreement, for the unexpired term of the LeaseSection 2.8. (c) Notwithstanding any provisions Any foreclosure or other sale of less than the whole of the Lease to Leasehold Trust Estate or any defective or irregular sale made hereunder shall not exhaust the contrarypower of foreclosure or of sale provided for herein; and subsequent sales may be made hereunder until the Obligations have been satisfied, from or the entirety of the Leasehold Trust Estate has been sold. (d) If an Event of Default shall occur and after be continuing, Beneficiary (or Deed of Trust Trustee at the date that direction of Beneficiary acquires title to as so required by applicable law), may instead of, or in addition to, exercising the Property rights described in Section 2.6(a) above and either with or without entry or taking possession as herein permitted, proceed by a result of a Foreclosure Sale, suit or suits in law or in equity or by any other appropriate proceeding or remedy (i) Beneficiary will not be obligated to expend specifically enforce payment of some or all of the Obligations, or the performance of any monies to restore casualty damage in excess term, covenant, condition or agreement of available insurance proceeds; this Deed of Trust or any other right, or (ii) tenant to pursue any other remedy available to Beneficiary, all as Beneficiary shall not have the right to make repairs and deduct the cost of determine most effectual for such repairs from the rent without a judicial determination that Beneficiary is in default of its obligations under the Lease; (iii) in no event will Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlord; and (iv) other than determination of fair market value, no disputes under the Lease shall be subject to arbitration unless Beneficiary and Tenant agree to submit a particular dispute to arbitrationpurposes.

Foreclosure and Sale. In the event of a Foreclosure Sale, --------------------, (a) So long as Tenant complies with this Agreement and is not in default under any of the provisions of the LeaseLease beyond any applicable notice and cure period, (a) the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of Tenant, and (b) Tenant shall not be named or joined as a party in any suit, action or proceeding for the foreclosure of the Beneficiary or the enforcement of any rights under the Deed of Trust (unless the Tenant is a necessary party under applicable law, and then only for such purposes and not for the purpose of a terminating of the Lease, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease SCHNITZER-STANDARD FORM OFFICE LEASE EXHIBIT I shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary's ’s acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: ; (i) liable for any act or omission of a prior landlord (including Landlord), except to the extent that such act or omission is of a continuing nature, and subject to the terms of Section 6 below; or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord), except to the extent that such defense or offsets relates to a default of a continuing nature; or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord), except to the extent that either such prepayment is required under the terms of the Lease (e.g., taxes and operating expenses) or such sums are actually delivered to and received by Beneficiary; or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease; or (vi) liable to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiary. (b) Upon the written request of Beneficiary after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary acquires title to the Property as a result of a Foreclosure Sale, Sale (i) Beneficiary will shall not be obligated required to expend grant nondisturbance to any monies to restore casualty damage in excess subtenants of available insurance proceeds; Tenant except Permitted Transferees and (ii) tenant shall not have the right to make repairs and deduct the cost of such repairs from the rent without a judicial determination that Beneficiary is in default of its obligations under the Lease; (iii) in no event will Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlord; and (iv) other than determination of fair market value, no disputes under the Lease shall be subject to arbitration unless Beneficiary and Tenant agree to submit a particular dispute to arbitration.

Foreclosure and Sale. In the event of a Foreclosure Sale, -------------------- (a) So long as Tenant complies with If an Event of Default shall occur and be continuing, Mortgagee may commence a judicial action to foreclose this Agreement and is Mortgage, or it may, to the extent not prohibited by applicable law, foreclose Mortgagor's interests in default under all or any part of the provisions Mortgaged Property by nonjudicial sale under the power of sale granted to Mortgagee by applicable foreclosure by advertisement and sale law or this Mortgage, in accordance with the laws of the Leasestate of [Wyoming or Montana]. In such case, Mortgagee may commence a civil action to foreclose this Mortgage, or it may proceed and sell the Lease shall continue Mortgaged Property to satisfy any Obligation. Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged Property, may sell all or such parts of the Mortgaged Property as may be chosen by Mortgagee at the time and place of sale fixed by it in full force and effect a notice of sale, either as a direct lease between Beneficiary and Tenantwhole or in separate lots, parcels or items as Mortgagee shall deem expedient, and Beneficiary will in such order as it may determine, at public auction to the highest bidder. A sale of less than the whole of the Mortgaged Property or any defective or irregular sale made hereunder shall not disturb exhaust the possession judicial foreclosure rights nor the power of Tenantsale provided for herein; and subsequent sales may be made hereunder until all Obligations secured hereby have been satisfied, subject or all Mortgaged Property sold, without defect or irregularity. Mortgagor hereby covenants to this Agreementwarrant and defend the title of any purchaser or purchasers to any Mortgaged Property sold. To Mortgagee or an officer appointed by a judgment of foreclosure to sell the extent that Mortgaged Property may postpone any foreclosure or other sale of all or any portion of the Lease is extinguished as a result Mortgaged Property by public announcement at such time and place of a Foreclosure Salesale, and from time to time thereafter may postpone such sale by public announcement or subsequently noticed sale. Without further notice unless otherwise required by applicable law, Mortgagee or an officer appointed to sell the Mortgaged Property may make such sale at the time fixed by the last postponement, or may, in its discretion, give a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenantnotice of sale. Any person, except as set forth in this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary's acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (i) liable for any act including Mortgagor or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord); or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease; or (vi) liable to Tenant Mortgagee or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiarydesignee or affiliate thereof, may purchase at such sale. (b) Upon The Mortgaged Property may be sold subject to unpaid taxes and Permitted Encumbrances, and, after deducting all costs, fees and expenses of Mortgagee (including costs of evidence of title in connection with the written request sale), Mortgagee or an officer that makes any sale shall apply the proceeds of Beneficiary after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained sale in the Lease between Landlord and Tenant, except as manner set forth in this Agreement, for the unexpired term of the LeaseSection 2.09. (c) Notwithstanding To the extent not prohibited by applicable law, any foreclosure or other sale of less than the whole of the Mortgaged Property or any defective or irregular sale made hereunder shall not exhaust the power of foreclosure or of sale provided for herein; and subsequent sales may be made hereunder until the Obligations have been satisfied, or the entirety of the Mortgaged Property has been sold. (d) To the extent not prohibited by applicable law, after each sale, the Person conducting such sale shall execute and deliver to the purchaser or purchasers at such sale a good and sufficient instrument or instruments granting, conveying, assigning and transferring all right, title and interest of Mortgagor in and to the Mortgaged Property sold and shall receive the proceeds of such sale and apply the same as provided in the Credit Agreement. Mortgagor hereby irrevocably appoints the Person conducting such sale as the attorney in fact of Mortgagor (with full power to substitute any other Person in its place as such attorney in fact) to act in the name of Mortgagor or, at the option of the Person conducting such sale, in such Person's own name, to make without warranty by such Person any conveyance, assignment, transfer or delivery of the Mortgaged Property sold, and to execute, acknowledge and deliver any instrument of conveyance, assignment, transfer or delivery or other document in connection therewith or to take any other action incidental thereto, as the Person conducting such sale shall deem appropriate in its discretion; and Mortgagor hereby irrevocably authorizes and directs any other Person to rely and act upon the foregoing appointment and a certificate of the Person conducting such sale that such Person is authorized to act hereunder. Nevertheless, upon the request of such attorney in fact Mortgagor shall promptly execute, acknowledge and deliver any documentation which such attorney in fact may require for the purpose of ratifying, confirming or effectuating the powers granted hereby or any such conveyance, assignment, transfer or delivery by such attorney-in-fact. (e) Any statement of fact or other recital made in any instrument referred to in Section 2.07(d) given by the Person conducting any sale as to the nonpayment of any Obligation, the occurrence of any Event of Default, the amount of the Obligations due and payable, the request to Mortgagee to sell, the notice of the time, place and terms of sale and of the Mortgaged Property to be sold having been duly given, the refusal, failure or inability of Mortgagee to act, the appointment of any substitute or successor agent, any other act or thing having been duly done by Mortgagor, Mortgagee or any other such Person, shall be taken as conclusive and binding against all other Persons as evidence of the truth of the facts so stated or recited. The Person conducting any sale may appoint or delegate any other Person as agent to perform any act necessary or incident to such sale, including the posting of notices and the conduct of such sale, but in the name and on behalf of the Person conducting such sale. (f) The receipt by the Person conducting any sale of the purchase money paid at such sale shall be sufficient discharge therefor to any purchaser of any Mortgaged Property sold, and no such purchaser, or its representatives, grantees or assigns, after paying such purchase price and receiving such receipt, shall be bound to see to the application of such purchase price or any part thereof upon or for any trust or purpose of this Mortgage or, in any manner whatsoever, be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the authorization, necessity, expediency or regularity of such sale. (g) Subject to mandatory provisions of applicable law, any sale shall operate to divest all of the Lease estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Mortgagor in and to the contraryMortgaged Property sold, from and after shall be a perpetual bar both at law and in equity against Mortgagor and any and all Persons claiming such Mortgaged Property or any interest therein by, through or under Mortgagor. (h) At any sale, Mortgagee may bid for and acquire the date that Beneficiary acquires title Mortgaged Property sold and, in lieu of paying cash therefor, may make settlement for the purchase price by causing the Secured Parties to credit against the Obligations, including the expenses of the sale and the cost of any enforcement proceeding hereunder, the amount of the bid made therefor to the Property as a result of a Foreclosure Sale, extent necessary to satisfy such bid. (i) Beneficiary will Upon any sale, it shall not be obligated necessary for the Person conducting such sale to expend have any monies Mortgaged Property being sold present or constructively in its possession. (j) To the fullest extent permitted by applicable law, if a sale hereunder shall be commenced by Mortgagee, Mortgagee may at any time before the sale abandon the sale, and may institute suit for the collection of the Obligations or for the foreclosure of this Mortgage; or if Mortgagee should institute a suit for collection of the Obligations or the foreclosure of this Mortgage, Mortgagee may at any time before the entry of final judgment in said suit dismiss the same and sell the Mortgaged Property in accordance with the provisions of this Mortgage. (k) If an Event of Default shall occur and be continuing, Mortgagee may instead of, or in addition to, exercising the rights described in Section 2.07(a) above and either with or without entry or taking possession as herein permitted, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (i) to restore casualty damage in excess specifically enforce payment of available insurance proceeds; some or all of the Obligations, or the performance of any term, covenant, condition or agreement of this Mortgage or any other Loan Document or any other right, or (ii) tenant to pursue any other remedy available to Mortgagee, all as Mortgagee shall not have the right to make repairs and deduct the cost of determine most effectual for such repairs from the rent without a judicial determination that Beneficiary is in default of its obligations under the Lease; (iii) in no event will Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlord; and (iv) other than determination of fair market value, no disputes under the Lease shall be subject to arbitration unless Beneficiary and Tenant agree to submit a particular dispute to arbitrationpurposes.

Foreclosure and Sale. In the event of a Foreclosure Sale, --------------------, (a) So long as Tenant complies with this the Agreement and is not in default under any of the provisions of the Lease, the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary's ’s acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (i) liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of beyond one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord)month’s rental; or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of Beneficiary; (v) obligated or liable with respect to any representationswarranties, warranties or indemnities contained in the Lease; or (vi) liable to for o Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiary. (b) Upon the written request of Beneficiary after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary acquires title to the Property as a result of a Foreclosure Sale, (i) Beneficiary will not be obligated to expend any monies to restore casualty damage in excess of available insurance proceeds; (ii) tenant shall not have the right to make repairs and deduct the cost of such repairs from the rent without a judicial determination that Beneficiary is in default of its obligations under the Lease; (iii) Beneficiary shall not be required to grant nondisturbance to any subtenants of Tenant; (iv) in no event will Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlord; and (ivv) other than determination of fair market value, no disputes under the Lease shall be subject to arbitration unless Beneficiary and Tenant agree to submit a particular dispute to arbitration.

Foreclosure and Sale. In the event of a Foreclosure Sale, --------------------, (a) So long as Tenant complies with this Agreement and is not in default under any of the provisions of the LeaseLease beyond any applicable notice and cure periods, the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, Tenant shall have all rights as provided in the Lease including, without limitation, the right to apply Base Rent Credits against Tenant’s rent obligations as provided in the Lease, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Subject to this Section 3(a), Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary's ’s acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (i) liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord), except for Tenant’s right to apply Base Rent Credits to its rent obligations as provided in the Lease, Tenant’s right to receive a rent credit under Section 1.1.4 of the Lease, and except to the extent any other such offsets or defenses continue after any Foreclosure Sale and transfer of the Property to Beneficiary; or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord)) except for Tenant’s right to apply Base Rent Credits to its rent obligations as provided in the Lease, and Tenant’s right to receive a rent credit under Section 1.1.4 of the Lease; or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease, except to the extent of Landlord’s indemnities as to any and all matters which arise from and after the date of any Foreclosure Sale and transfer of the Property to Beneficiary; or (vi) liable to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiary. (b) Upon the written request of Beneficiary after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary acquires title to the Property as a result of a Foreclosure Sale, (i) Beneficiary will not be obligated to expend any monies to restore casualty damage in excess of available insurance proceeds; (ii) tenant Tenant shall not have the right to make repairs and deduct the cost of such repairs from the rent without a judicial determination that Beneficiary is in default of its obligations under the Lease; (iii) in no event will Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlord; and (iv) other than determination of fair market value, no disputes under the Lease shall be subject to arbitration unless Beneficiary and Tenant agree to submit a particular dispute to arbitration.

Foreclosure and Sale. In the event of a Foreclosure Sale, --------------------, (a) So long as Tenant complies with this Agreement and is not in default under any of the provisions of the LeaseLease beyond any applicable notice and cure period, the Lease shall continue in full force and effect as a direct lease between Beneficiary Lender and Tenant, and Beneficiary Lender will not disturb the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept Beneficiary Lender as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary's Lender’s acquisition of title to the Property, Beneficiary Lender will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary Lender shall not be: (i) liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord); or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of BeneficiaryLender, except for the amendments required under Section 30 (Mandatory Expansion), Section 31 (Extension Option), Section 32 (Right of First Refusal) and Section 33 (Right of First Offer); (v) obligated or liable in damages with respect to any representations, warranties or indemnities contained in the Lease; or (vi) liable in damages to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by BeneficiaryLender. (b) Upon the written request of Beneficiary Lender after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary Lender acquires title to the Property as a result of a Foreclosure Sale, (i) Beneficiary Lender will not be obligated to expend any monies to restore casualty damage in excess of available insurance proceeds, provided, however, that if Landlord does not restore casualty damage due to insufficient insurance proceeds and such right to terminate is permitted pursuant to the terms of the Lease, Tenant may terminate the Lease; (ii) tenant shall not have the right to make repairs and deduct the cost of such repairs from the rent without a judicial determination that Beneficiary Lender is in default of its obligations under the Lease; (iii) in no event will Beneficiary Lender be obligated to indemnify Tenant, except where Beneficiary Lender is in breach of its obligations under the Lease or where Beneficiary Lender has been actively negligent in the performance of its obligations as landlord, provided, however, that the foregoing shall not be deemed or construed to limit any waiver of subrogation or other waiver by Landlord under the Lease; and (iv) other than determination of fair market value, no disputes under the Lease shall be subject to arbitration unless Beneficiary Lender and Tenant agree to submit a particular dispute to arbitration.

Foreclosure and Sale. In the event of a Foreclosure Sale, --------------------, (a) So long as Tenant complies with this Agreement and is not in default under any of the provisions of the LeaseLease beyond any applicable notice and cure periods, the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, Tenant shall have all rights as provided in the Lease including, without limitation, the right to apply Base Rent Credits against Tenant’s rent obligations as provided in Exhibit B and the Lease, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Subject to the terms of this Agreement, Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary's ’s acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (i) liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord), except for Tenant’s right to apply Base Rent Credits to its rent obligations as provided in the Lease, Tenant’s right to receive a rent credit under Section 1.1.4 of the Lease, and except to the extent any other such offsets or defenses continue after any Foreclosure Sale and transfer of the Property to Beneficiary; or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord), except for Tenant’s right to apply Base Rent Credits to its rent obligations as provided in the Lease, and Tenant’s right to receive a rent credit under Section 1.1.4 of the Lease; or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease, except to the extent of Landlord’s indemnities as to any and all matters which arise from and after the date of any Foreclosure Sale and transfer of the Property to Beneficiary; or (vi) liable to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiary. (b) Upon the written request of Beneficiary after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary acquires title to the Property as a result of a Foreclosure Sale, (i) Beneficiary will not be obligated to expend any monies to restore casualty damage in excess of available insurance proceeds; (ii) tenant tenantTenant shall not have the right to make repairs and deduct the cost of such repairs from the rent without a judicial determination that Beneficiary is in default of its obligations under the Lease; (iii) in no event will Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlord; and (iv) other than determination of fair market value, no disputes under the Lease shall be subject to arbitration unless Beneficiary and Tenant agree to submit a particular dispute to arbitration.

Foreclosure and Sale. In the event of a Foreclosure Sale, --------------------, (a) So long as Tenant complies with this Agreement and is not in default under any of the provisions of the Lease beyond the expiration of any applicable notice and cure period set forth in the Lease, the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale, and Beneficiary agrees to recognize Tenant as tenant under the Lease, subject to the terms of this Agreement. Upon Beneficiary's ’s acquisition of title to the PropertyProperty (the date on which acquisition first occurs shall be referred to in this Agreement as the “Transfer Date”), Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (i) liable for any act or omission of a prior landlord (including Landlord) except for an express default by such prior landlord (including Landlord) under any repair or maintenance obligation of Landlord set forth in the Lease which is continuing after the Transfer Date, provided that Tenant has reasonably and diligently pursued all of its available remedies against any such prior landlord (including Landlord) (except that Tenant shall have no obligation hereunder to file a lawsuit or pursue any litigation-based remedies against any such prior landlord), Beneficiary has received actual written notice (in accordance with Paragraph 7 below) of any such repair or maintenance default prior to the Transfer Date and only after the expiration of any applicable cure period provided for in the Lease (which cure period as applied to Beneficiary shall commence no earlier than the Transfer Date), provided, however, that in such event, Beneficiary’s liability shall be determined as if such default had first arisen on the day Beneficiary acquired title to the Property; or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord)) unless such sum or deposit was transferred to and actually received by Beneficiary; or (iv) bound by any amendment or modification of the Lease which has the effect of decreasing or otherwise modifying the rent due under the Lease, modifying the term of the Lease (except for an amendment to memorialize an extension of the term of the Lease pursuant to Tenant’s exercise of the renewal option as set forth in Addendum One to the Lease, but only to the extent that any such amendment actually serves to memorialize the exercise of the renewal option by Tenant, such as setting forth the extension of the term and the rent applicable to such extension, and not with respect to any other matters set forth in any such amendment) or otherwise modifying or otherwise affecting the economic obligations under the Lease (except for an amendment to memorialize the addition of the Offered Space (as such term is defined in Addendum Two to the Lease) to the Premises pursuant to Tenant’s exercise of the right of first refusal as set forth in Addendum Two to the Lease, modificationbut only to the extent that any such amendment actually serves to memorialize the addition of the Offered Space to the Premises, such as setting forth the addition of the Offered Space and the rent applicable to such Offered Space, and not with respect to any other matters forth in any such amendment), other than to a de minimis extent or increasing the obligations of the Landlord under the Lease or decreasing the obligations of the Tenant under the Lease, other than to a de minimis extent, made after the Execution Date without the written consent of Beneficiary, or any assignment or termination of the Lease made after the Execution Date without the written consent of BeneficiaryBeneficiary (except for an assignment that is expressly permitted under the Lease without Landlord’s consent as more particularly set forth in Section 11(a) of the Lease and except for any termination right of Tenant that is expressly set forth in the Lease); (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease; provided, however, that Beneficiary shall be obligated to indemnify Tenant solely as set forth in Paragraph 3(c)(iii) below; or (vi) liable to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiary. (b) Upon the written request of Beneficiary after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary acquires title to the Property as a result of a Foreclosure Sale, (i) Beneficiary will not be obligated to expend any monies to restore casualty damage in excess of available insurance proceeds; provided, however, that Tenant shall retain all of its rights to terminate the Lease under Section 9(b) of the Lease in the event of a casualty; (ii) tenant shall not have the right to make repairs and deduct the cost of such repairs from the rent without a judicial determination that Beneficiary is in default of its obligations under the Lease; (iii) in no event will Beneficiary be obligated to indemnify Tenant, except where Beneficiary is in breach of its obligations under the Lease or where Beneficiary has been actively negligent in the performance of its obligations as landlord; and (iv) other than determination of fair market valuevalue and determinations as to whether consent has been unreasonably withheld pursuant to Section 11(d) of the Lease, no disputes under the Lease shall be subject to arbitration unless Beneficiary and Tenant agree to submit a particular dispute to arbitration.