Common use of Non-Disturbance Clause in Contracts

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; consent (f) except any assignment other than amendments memorializing the rights of Tenant to exercise an Extension Option or sublet permitted Right of First Offer under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (gLease) bound by or responsible for any security deposit not actually received by Agent; (hf) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (ig) liable for consequential damages; or (jh) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything to the contrary, nothing contained herein to be contraryshall limit Tenant’s express remedies set forth in Section 6.1 of the Lease, nor relieve Agent shall have absolutely no or Purchaser of the obligation to perform any cure ongoing defaults that are continuing following the date that Agent or Purchaser succeeds to the interest of Landlord’s construction covenants Landlord under the Lease, provided that if the Agent shall not perform or Purchaser, as applicable, is given written notice of such covenants default and thereafter fails to cure the same within the period provided for in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentthis Agreement.

Non-Disturbance. So long Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as no default exists, nor a party defendant in any event has occurred which has continued action or proceeding to exist for such period of time foreclose the Indenture (after noticeexcept to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the Lease) court in which such action or proceeding has been commenced or is pending to name or join Tenant as would entitle a party defendant in any suit, action or proceeding for the lessor appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security under the Lease Indenture and in any other suit, action or proceeding the purpose or intent of which shall be to terminate enforce Lender’s rights and remedies under the Lease or would causeSecurity Documents), without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, (b) the Lease shall not be terminatedterminated or affected thereby and, nor so long as no “Event of Default” (as defined in the Lease) shall such lesseehave occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s usepossession, possession or enjoyment use and occupancy of the Leased Premises or and Tenant’s rights and privileges under the Lease (including during all extension periods which have been or are hereafter exercised) shall not be interfered diminished, disturbed or intervened with by Lender but shall instead continue in any foreclosure or other action or proceeding full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the nature Lease, and (c) Lender will not disturb Tenant’s right of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes quiet possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor Premises under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification terms of the Lease. Notwithstanding anything herein to the contrary, made without Agent’s prior written consent; (f) except Lender expressly acknowledges and agrees that any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy net award in the event of such default a taking or condemnation shall be paid and held pursuant to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any terms of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So Lender does hereby agree with Tenant that, in the event Lender succeeds to Landlord’s interest in the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by Tenant complies with and performs its obligations under the Lease, (a) as would entitle the lessor under the Lease shall continue in full force and effect as a direct Lease between Lender and Tenant, upon and subject to terminate all of the terms, covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease or would cause, without any further action on and Lender shall recognize Tenant as the part tenant of such lessor, the termination Premises for the remainder of the term of the Lease or would entitle such lessor to dispossess in accordance with the lessee thereunderprovisions thereof; provided, the Lease however, that Lender shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant be: (i) subject to any provisions of the Mortgage claims, offsets or the Assignment of Rents, unless the lessor under the Lease would defenses which Tenant might have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of against any such action or proceeding or deed in lieu of any such action or proceeding prior landlord (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be including Landlord); (aii) liable for any act or omission of any prior landlord (including the Landlord); or ; (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (diii) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period month or any security deposit or other prepaid charge paid to any prior landlord (including the Landlord); or ; (eiv) bound by any amendment or modification of the Lease, Lease made without Agent’s prior its written consent; or (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (hv) liable for or incur any obligation with respect deposit that Tenant may have given to any breach previous landlord (including Landlord) which has not, as such, been transferred to Lender. Nothing contained herein shall prevent Lender from naming Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant to the Loan Documents to the extent necessary under applicable law in order for Lender to avail itself of warranties and complete the foreclosure or representations other remedy. Tenant acknowledges and agrees that it has no right or option of any nature under whatsoever, whether pursuant to the Lease or otherwise including without limitation any warranties otherwise, to purchase the Premises or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purposethe Property, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease portion thereof or any covenant interest therein, and to the extent that Tenant has had, or obligation on its part hereafter acquires, any such right or option, the same is hereby acknowledged to be performed thereunder subject and subordinate to the lien and terms of the Loan Documents and is hereby waived and released as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.

Non-Disturbance. So long as no default exists, nor If any event has occurred which has continued proceedings are brought by Lender to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including foreclose the Landlord); Mortgage or (b) liable for or incur any obligation with respect to succeed to the construction interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender agree that the Property Lease (including any options to purchase or rights of first refusal upon purchase contained therein) shall in accordance with all its terms, conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any improvements of extensions or renewals provided for in the Leased Premises or the PropertyLease, including, without limitation, any extensions or renewals pursuant to options contained in the payment Lease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any construction allowance pursuant previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the LeaseMortgaged Property; however, if any act, omission, misrepresentation, or (c) breach of warranty is of a continuing nature, Lender becomes responsible for such matter on and after the date Lender acquires ownership of the Mortgaged Property, but only with respect to such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offsets offset, defense, claim or defenses counterclaim which Tenant might have be entitled to assert against any prior previous landlord (including the Landlord); or (d) ; 3.03 bound by any prepayment of rent, additional rent or additional rent which other payments made by Tenant might have paid to any previous landlord (including Landlord) for more than the then current rental period to any prior landlord one (including the Landlord1) month in advance (“Prepaid Rent”); or (e) ; 3.04 bound by any amendment or modification of the LeaseLease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease or without AgentLandlord’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally or 3.05 liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed deposit that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and given to any third parties other than Agent.previous landlord (including Landlord) which has not, as such, been transferred to Lender,

Non-Disturbance. So Lender agrees that if Lender comes into possession of or acquires title to all or any part of the Leased Premises or the Lot (as defined in the Lease) as a result of foreclosure or other enforcement of the Security Deed or the Assignment of Leases, or both, then so long as no default exists, nor any event has occurred which has continued to exist for such period under the Lease by Tenant exists and continues beyond the expiration of time all applicable cure periods (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such the lessor under the Lease to dispossess exercise any other remedy available to it on account of Tenant defaults under the lessee thereunderLease, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with in any with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment acquisition of Rents had not been madetitle to the Leased Premises, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent or Lender if Agent Lender takes possession of the Property shall have all rights and obligations of Landlord under the Lease, except as expressly otherwise set forth herein, provided, however, that neither the Purchaser nor the Lender shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease provided that nothing herein shall relieve such Purchaser or Lender from curing any continuing defaults of lessor after receipt of requisite notices from Tenant, all in accordance with the Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant to security deposit which lessee under the LeaseLease has paid under the Lease unless such security deposit is received by Lender; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease unless Lender has received prior written notice of the offset or defense and opportunity to cure the same in accordance with Section 7 below; or (d) bound by any rent base rent, or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent (Lender hereby agreeing not to unreasonably withhold or delay its consent); or (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, sublease of the lessee's interest in the Lease made without Agent’s obtaining Lender's prior written consent; consent (g) bound by such consent not to be unreasonably withheld or responsible for any security deposit delayed), except where the consent of the Landlord is not actually received by Agent; (h) liable for or incur any obligation with respect required pursuant to any breach the provisions of warranties or representations Section 6.1.6 of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damagesin which event no consent of Lender shall be required); or (jg) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the PropertyProperty and the rents, or other proceeds arising therefrom. Notwithstanding anything contained In the event that Lender acquires title to or possession of all or any part of the Leased Premises, whether pursuant to a foreclosure proceeding or otherwise, then within thirty (30) days thereafter, the Lender may elect to deliver a written notice to the Tenant stating that either (i) the Lender intends to perform the construction obligations of the Landlord set forth in Article III of the Lease (the "Construction Obligations"), or (ii) the Lender does not intend to perform the Construction Obligations. A notice delivered by the Lender pursuant to clause (i) is referred to herein as an "Opt-In Construction Notice" and a notice delivered by the Lender pursuant to clause (ii) is referred to herein as an "Opt-Out Construction Notice". In the event that the Lender does not deliver either an Opt-Out construction Notice or an Opt-In Construction Notice to the Tenant within said thirty (30) days after acquisition of title or possession, then Tenant may elect to deliver a written request (a "Construction Confirmation Request") to the Lender, requesting that Lender deliver either an Opt-Out Construction Notice or an Opt-In Construction Notice. If either (a) Lender delivers an Opt-Out Construction Notice to Tenant as aforesaid, or (b) Lender does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request, then Lender shall not be contraryobligated to perform the Construction Obligations in accordance with the terms and provisions the Lease. If Lender delivers an Opt-In Construction Notice as aforesaid, Agent then Lender shall be obligated to perform the Construction Obligations in accordance with the terms and provisions of the Lease. If Lender timely delivers an Opt-Out Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request as aforesaid, or Lender does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days of its receipt of Tenant's Construction Confirmation Request, then (a) Lender shall have absolutely no obligation to perform any the Construction Obligations, and (b) Tenant may elect to terminate the Lease by providing written notice of Landlord’s construction covenants under such election to Lender. If Tenant elects to terminate the Lease, provided that if Agent the Lease shall not perform such covenants be terminated effective as of the date specified in Tenant's notice. Thereafter the Lease shall be null and void and of no further force or effect, and neither the Tenant nor the Lender shall have any further liabilities or obligations thereunder. If (a) Lender sells, conveys, assigns, pledges or transfers its interest in the event Loan, or (b) Lender sells the Leased Premises, or any part thereof, at a foreclosure sale, or (c) if Lender acquires title to the Leased Premises and subsequently conveys the Leased Premises, then, in any such event, concurrently with such transaction, Lender shall transfer, assign and convey all right, title and interest of foreclosure the Lender in and to the Security Deposit then held by it, if applicable, to such purchaser, assignee, or deed transferee. Notwithstanding anything to the contrary contained in lieu thereof this Section, if Lender so transfers, assigns or conveys all right, title and within a reasonable time following taking interest of possession by Agentthe Lender in and to the Security Deposit, if applicable, as aforesaid, then Tenant Lender shall have no liability for the right to terminate its obligations under return of the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentSecurity Deposit.

Non-Disturbance. So long as no Tenant pays all rents and other charges as specified in the Lease and is not otherwise in default existsof any of its obligations and covenants pursuant to the Lease beyond any applicable grace or cure periods thereunder, nor Lender agrees that, subject to the terms and conditions of this Agreement, (i) if any event has occurred which has continued to exist action or proceeding is commenced by Lender or at Lender's behest for such period the foreclosure of time (after notice, if any, required by the Lease) as would entitle Deed of Trust or the lessor sale of the Property or other realization under the Lease Loan Documents, whether by foreclosure, deed in lieu of foreclosure or in any other proceedings made or brought to terminate enforce the Lease rights of Lender, or would causeby any successor to Lender, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease Tenant shall not be terminatednamed as a party therein (unless Lender is required to name Tenant in order to file a foreclosure action) (unless required by law to properly foreclose upon the Deed of Trust), nor shall such lessee’s use, possession or enjoyment and the sale of the Leased Premises or rights under the Lease be interfered with Property in any foreclosure or other such action or proceeding in and the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result exercise by Lender of any such action or proceeding and at the time of its other rights under the Deed of Trust shall be made subject to all rights of Tenant under the Lease,, and (ii) regardless of whether Landlord names Tenant in such foreclosure action or deed in lieu other proceeding made or brought to enforce the rights of Lender or any successor to Lender, provided that at the time of any such action or proceeding (hereinafter called and at the “Purchaser”) nor Agent if Agent takes time of any such sale or exercise of any such other rights, Tenant shall not be declared in default, and no event shall have occurred which with the giving of notice or passage of time or both could result in a default, under any of the terms, covenants or conditions of the Lease on Tenant's part to be observed or performed Tenant's possession of the Property shall Demised Premises and Tenant's other rights under the Lease will not be (a) liable for any act disturbed, modified, enlarged or omission of any prior landlord (including otherwise affected during the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification term of the Lease, made without Agent’s prior written consent; (f) except as said term may be extended pursuant to the terms of the Lease, and any assignment or sublet permitted successor in interest to the rights and obligations of the Landlord under the Lease as to which Landlord’s consent is not required, bound will abide by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach the provisions of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event unconditionally assume all obligations of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants Landlord under the Lease, provided that if Agent shall not perform such covenants notwithstanding any other provisions in the event Deed of Trust. For purposes of this paragraph, a foreclosure shall include a sheriff's or deed trustee's sale under the power of sale contained in the Deed of Trust and any other transfer of the Landlord's interest in the Project Property under peril of foreclosure, including without limiting the generality of the foregoing, an assignment or sale in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentforeclosure.

Non-Disturbance. So long as no default existsIf, nor at any event has occurred which has continued to exist for such period time, Lender or any of time (after notice, if any, required by Lender’s successors or assigns who shall acquire the Lease) as would entitle the lessor interest of Landlord under the Lease through a foreclosure of the Mortgage, the exercise of the power of sale under the Mortgage, a deed-in-Iieu of foreclosure or otherwise (such party being a “New Owner”) shall succeed to terminate the interests of Landlord under the Lease, then so long as (i) the Lease or would causeis then in full force and effect, without any further action on and (ii) no default shall have occurred and be continuing (collectively, a “Default”) by Tenant under the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunderLease, the Lease shall not be terminatedcontinue in full force and effect as a direct lease between the New Owner, nor shall such lessee’s useas successor Landlord and Tenant, possession or enjoyment upon and subject to all of the Leased Premises or rights terms, covenants and conditions of the Lease for the balance of the term thereof, Tenant hereby agrees to attorn to and accept any such New Owner as landlord under the Lease and to be interfered with in bound by and perform all of the obligations imposed by the Lease, and Lender, or any foreclosure or other action or proceeding in such New Owner of the nature of foreclosure instituted under or in connection with Property, agrees that it will not disturb the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions Tenant and will be bound by all of the Mortgage or obligations imposed on the Assignment of RentsLandlord by the Lease; provided, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had however, that any New Owner shall not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be be: (a) liable for any act or omission of any a prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect arising prior to the construction date upon which the New Owner shall succeed to the interests of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to Landlord under the Lease; or or (cb) subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) arising prior to the Landlord)date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or or (dc) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period in advance to any prior landlord (including the Landlord) for a period in excess of one (1) month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (including Landlord), except to the extent that such New Owner actually comes into exclusive possession of the same; or or (ed) bound by any assignment (except as permitted by the Lease) surrender, release, waiver, cancellation, amendment or modification of the Lease, Lease made without Agent’s prior the written consentconsent of Lender; or (e) responsible for the making of any improvement to the Property or repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall he obligated under the Lease to make such repairs; or (f) obligated to make any payment to Tenant except any assignment or sublet permitted under for the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for timely return of any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the PropertyNew Owner. Notwithstanding anything Nothing contained herein shall prevent Lender from naming or joining Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant to be contrarythe Mortgage to the extent necessary under applicable law in order for Lender to avail itself of and complete the foreclosure or other remedy, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent but such naming or joinder shall not perform such covenants be in derogation of the event rights of foreclosure or deed Tenant as set forth in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentthis Agreement.

Non-Disturbance. So In the event of foreclosure of the Mortgage or conveyance in lieu of foreclosure or the exercise of any similar rights under the Mortgage, which foreclosure or conveyance occurs prior to the expiration of the term of the Lease, including any extensions and renewals of such term now provided thereunder, and so long as no Tenant is not in default existsunder any of the terms, nor covenants and conditions of the Lease beyond any event has occurred which has continued applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (each being referred to exist for herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such period of time (after notice, if any, joinder shall be required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would causelaw, without any further action on the part of provided, however, such lessor, joinder shall not result in the termination of the Lease or would entitle disturb the Tenant’s possession, quiet enjoyment or use of the Demised Premises, and the sale of the Property in any such lessor action or proceeding and the exercise by Mortgagee of any of its other rights under the Mortgage shall be made subject to dispossess all rights of Tenant under the lessee thereunderLease (subject to the terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Lease (if any) shall not be binding on Mortgagee or Acquiring Party: any option to purchase or any right of first refusal to purchase with respect to the Property, and any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Mortgage (but Tenant’s rights and Landlord’s obligations set forth in Sections 14.2 and 14.4 of the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlordaffected by this proviso); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no event of default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of Lessee under the Lease, beyond any applicable notice and cure period under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease and the Sublessee under the undated Sublease Agreement (as amended by a notice of change in control letter, dated July 8, 2008, and First Amendment to Sublease Agreement dated December 1, 2010) (“Sublease”) to Cribis Corporation (“Subtenant”), a Florida corporation and successor-by-merger to Teres Solutions, Inc. shall not be extinguished or terminated by reason of such lessorforeclosure, but rather the termination Lease and Sublease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease and Subtenant as the sublessee under the Sublease, subject to the terms and provisions of the Lease or would entitle such lessor to dispossess except as modified by this Agreement; provided, however, that Lessee and Lender agree that the lessee thereunder, following provisions of the Lease (if any) shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in binding on Lender: any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant option to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation purchase with respect to the construction Property; any right of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation first refusal with respect to the Property; any breach provision regarding the use of warranties insurance proceeds or representations condemnation proceeds with respect to the Property which is inconsistent with the terms of any nature under the Deed of Trust (herein collectively referred to as the “Non-Disturbance”). Notwithstanding the fact that the Lease or otherwise including without limitation any warranties or representations respecting useand the Sublease remain in effect upon a foreclosure of the Deed of Trust in accordance with the foregoing provisions, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event that, following a foreclosure of such the Deed of Trust, the Lease is terminated for any reason, including by reason of an event of default shall be to proceed against Purchaser’s or Agent’s interest in beyond any applicable notice and cure periods on the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any part of Landlord’s construction covenants Lessee under the Lease, provided that the Sublease, if Agent shall not perform still in effect at such covenants in time, and the event rights of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations Subtenant under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentSublease will also be terminated effective as of the date of termination of the Lease.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued Notwithstanding anything to exist for such period of time (after noticethe contrary in this Lease, if anyan Encumbrance, other than any CC&R's, is created after the execution of this Lease, as a condition to the subordination of this Lease thereto under PARAGRAPH 27.A above, Landlord shall obtain from the Holder of such Encumbrance, other than CC&R's, a SNDA in a commercially reasonable form or in a form reasonably acceptable to Tenant. Without in any way limiting the type or form of SNDA that may be required by such Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as EXHIBIT E shall be reasonable. Only upon Landlord's delivery of a SNDA in the form of EXHIBIT E or in a commercially reasonable form or in a form reasonably acceptable to Tenant, shall this Lease be automatically subject and subordinate to such Encumbrance, other than CC&R's. Within fifteen (15) business days after full execution of this Lease) , Landlord shall use reasonable efforts to provide Tenant with a SNDA in the form attached to this Lease as would entitle EXHIBIT E from each Holder of any Encumbrance in effect as of the lessor date of this Lease, confirming that the existence of the "automatic subordination" language contained in PARAGRAPH 27.A above shall not (without the occurrence of some other act or event that constitutes a default by Tenant under the Lease constitute a default by Tenant under this Lease). If Landlord fails to terminate deliver the Lease or would causerequired SNDA(s) within the 15-day period, without any further action on the part of such lessorthen, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunderas Tenant's sole and exclusive remedy, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under this Lease by giving Landlord a written notice of termination within five (5) business days after expiration of such 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance and the Security Deposit. If Tenant does not exercise such termination right within such 5-business day period, then Tenant shall have no further right to terminate this Lease pursuant to this PARAGRAPH 27.C and Tenant shall have no other rights or remedies with respect to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLandlord's failure to deliver such SNDA(s).

Non-Disturbance. So long as no default existsIf, nor at any event has occurred which has continued to exist for such period time, Lender or any person or entity or any of time (after notice, if any, required by their successors or assigns who shall acquire the Lease) as would entitle the lessor interest of Landlord under the Lease through a foreclosure of the Security Instrument, the exercise of the power of sale under the Security Instrument, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a "NEW OWNER") shall succeed to terminate the interests of Landlord under the Lease, so long as (i) the Lease or would causeis then in full force and effect, without (ii) Tenant complies with this Agreement, and (iii) no default after the giving of any further action required notice, and expiration of any applicable grace period, under the Lease (a "DEFAULT") on the part of such lessorTenant exists under the Lease, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, then the Lease shall continue in full force and effect as a direct lease between the New Owner and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term thereof (it being agreed that if the conditions in the aforesaid clauses (i) through (iii) are not met, then the New Owner shall not be terminated, nor shall obligated to recognize this Lease on the terms and conditions contained herein and the Lease may be terminated by New Owner and such lessee’s use, possession termination may occur or enjoyment of be effected by Lender naming Tenant as a defendant or subordinate party in a foreclosure action brought by Lender with respect to the Leased Premises or rights Loan). Tenant hereby agrees to attorn to and accept any such New Owner as landlord under the Lease and to be interfered with in bound by and perform all of the obligations imposed by the Lease, and Lxxxxx, or any foreclosure or other action or proceeding in such New Owner, agrees that it will not disturb the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions Tenant and will be bound by all of the Mortgage or obligations imposed on the Assignment of RentsLandlord by the Lease; provided, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had however, that any New Owner shall not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be be: (a) liable for any act or omission of any a prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect arising prior to the construction date upon which the New Owner shall succeed to the interests of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to Landlord under the Lease; or or (cb) subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) arising prior to the Landlord)date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or or (dc) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period in advance to any prior landlord (including the Landlord) for a period in excess of one (1) month or by any security deposit or other prepaid charge which Txxxxx might have paid in advance to any prior landlord (including Landlord), except to the extent that such New Owner actually comes into exclusive possession of the same; or or (ed) bound by any assignment (except as permitted by the Lease), surrender, release, waiver, cancellation, amendment or modification of the Lease, Lease made without Agent’s prior the written consentconsent of Lender; or (e) responsible for the making of any improvements to the Premises or repairs in or to the Premises including, without limitation, in the case of damage or destruction of the Premises or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the Lease to make such repairs; or (f) obligated to make any payment to Tenant (except any assignment or sublet permitted under for the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for timely return of any security deposit not actually received by Agent; (hsuch New Owner) liable for or incur any obligation with respect arising prior to any breach the date upon which the New Owner shall succeed to the interests of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants Landlord under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default existsIf, nor at any event has occurred which has continued to exist for such period time, Lender or any person or entity or any of time (after notice, if any, required by their successors or assigns who shall acquire the Lease) as would entitle the lessor interest of Landlord under the Lease through a foreclosure of the Mortgage, the exercise of the power of sale under the Mortgage, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a “New Owner”) shall succeed to terminate the interests of Landlord under the Lease, so long as the Lease or would cause, without any further action on the part has not been terminated as a result of such lessor, the termination of a default by Tenant under the Lease or would entitle such lessor to dispossess the lessee thereunder(a “Default”), the Lease shall not be terminatedcontinue in full force and effect as a direct lease between the New Owner and Tenant, nor shall such lessee’s use, possession or enjoyment upon and subject to all of the Leased Premises or rights terms, covenants and conditions of the Lease, for the balance of the term thereof. Tenant hereby agrees to attorn to and accept any such New Owner as landlord under the Lease and to be interfered with in bound by and perform all of the obligations imposed by the Lease, and Lender, or any foreclosure or other action or proceeding in such New Owner of the nature of foreclosure instituted under or in connection with Property, agrees that it will not disturb the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions Tenant and will be bound by all of the Mortgage or obligations imposed on the Assignment of RentsLandlord by the Lease; provided, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had however, that any New Owner shall not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be be: (a) liable for any act or omission of any prior landlord (including Landlord) arising prior to the Landlord)date upon which the New Owner shall succeed to the interests of Landlord under the Lease, provided that New Owner shall be obligated to correct any default of a continuing nature within a reasonable time; or or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) arising prior to the Landlord)date upon which the New Owner shall succeed to the interests of Landlord under the Lease, provided that the foregoing shall not limit Tenant’s rights to offset amounts in accordance with the express terms of the Lease, including amounts under Section 7.2 of the Lease, or Section 2.3 of Exhibit B to the Lease; or or (dc) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period in advance to any prior landlord (including the Landlord) for a period in excess of one (1) month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (including Landlord), except to the extent that such New Owner actually comes into possession of the same; or (d) responsible for the making of any improvement to the Property or repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the Lease to make such repairs; or (e) bound obligated to make any payment to Tenant required under the Lease to be made prior to the time New Owner succeeded to the interests of Landlord under the Lease, except for the timely return of any security deposit actually received by any amendment or modification such New Owner, provided that the foregoing shall not limit Tenant’s rights to offset amounts in accordance with the express terms of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted including amounts under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach Section 7.2 of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent or Section 3.6 of Exhibit B to the Lease. Nothing contained herein shall prevent Lender from naming or joining Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant to the Mortgage to the extent necessary under applicable law in order for Lender to avail itself of and complete the foreclosure or other remedy, but such naming or joinder shall not perform such covenants be in derogation of the event rights of foreclosure or deed Tenant as set forth in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentthis Agreement.

Non-Disturbance. So long as no default existsLender shall not, nor in the exercise of any event has occurred which has continued to exist for such period of time (after noticeright, if anyremedy, required or privilege granted by the Lease) as would entitle Mortgage or the lessor Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease to terminate the Lease or would cause, without so long as: (a) Tenant is not in default under any further action on the part of such lessor, the termination provision of the Lease or would entitle this Agreement beyond any applicable notice and/or cure periods at the time Lender exercises any such lessor right, remedy or privilege; and (b) The Lease at that time is in force and effect according to dispossess its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions terms of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord)Assignment; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or and (c) subject Tenant thereafter continues to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification fully and punctually perform all of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender agrees that (i) Tenant will not be named as a party to pursue any foreclosure or other proceeding instituted by Lender to enforce the terms of the Mortgage or the Lease Assignment; (ii) any sale or other transfer of the Premises or of the Landlord's interest in the Lease, pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and all legal remedies it may subordinate to Tenant's possession under the Lease; and (iii) the Lease will continue in force and effect according to its original terms, or with such amendments as Lender shall have against Landlord approved, if such approval is required by the terms and any third parties other than Agentconditions of the Mortgage or the Lease Assignment.

Non-Disturbance. So Lender agrees that if Lender comes into possession of or acquires title to all or any part of the Leased Premises or the Lot (as defined in the Lease) as a result of foreclosure or other enforcement of the Mortgage or the Assignment of Leases, or both, then so long as no default exists, nor any event has occurred which has continued to exist for such period under the Lease by Tenant exists and continues beyond the expiration of time all applicable cure periods (after notice, if any, required by the Lease) as would entitle the lessor Landlord under the Lease to terminate the Lease or would cause, without any further action on the part of such lessorLandlord, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunderLease, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with in any with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment acquisition of Rents had not been madetitle to the Leased Premises, except that neither the person or entity acquiring the interest of the lessor Landlord under the Lease as a result of any such action or 2 104 proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent or Lender if Agent Lender takes possession of the Property shall have all rights and obligations of Landlord under the Lease, except as expressly otherwise set forth herein, provided, however, that neither the Purchaser nor the Lender shall be (a) liable for any act or omission of any prior landlord lessor under the Lease provided that nothing herein shall (including i) relieve such Purchaser or Lender from curing any continuing non-monetary defaults of Landlord after receipt of requisite notices from Tenant, all in accordance with the Landlord)Lease or (ii) impair the Tenant's offset or abatement rights as provided in clause 2(c) below with respect to any continuing monetary defaults of Landlord under the Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant to security deposit which Tenant under the LeaseLease has paid under the Lease unless such security deposit is received by Lender; or (c) subject to any offsets offsets, abatements or defenses which the Tenant under the Lease might have against any prior landlord (including lessor under the Landlord)Lease unless Lender has received prior written notice of the offset, abatement or defense and opportunity to cure the same in accordance with Paragraph 9 below; or (d) bound by any rent base rent, or additional rent any other payments which the Tenant under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent (Lender hereby agreeing not to unreasonably withhold or delay its consent); or (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, sublease of the Tenant's interest in the Lease made without Agent’s obtaining Lender's prior written consent; consent (g) bound by such consent not to be unreasonably withheld or responsible for any security deposit delayed), except where the consent of the Landlord is not actually received by Agent; (h) liable for or incur any obligation with respect required pursuant to any breach the provisions of warranties or representations Section 6.1.6 of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damagesLease; or (jg) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessorLandlord, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contraryProperty and the rents, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentproceeds arising therefrom.

Non-Disturbance. So In the event of a foreclosure under the Deed of Trust or in the event the Property is transferred by reason of a deed-in-lieu of foreclosure or by reason of any legal proceeding, so long as there shall then exist no event of default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by as defined in the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of Lessee under the Lease or would entitle such lessor to dispossess (following any applicable notice and cure period), Lender agrees for itself and its successors and assigns and for each Transferee that the lessee thereunder, leasehold interest of Lessee under the Lease shall not be terminatedextinguished or terminated by reason of such foreclosure, nor but rather the Lease shall such lessee’s usecontinue in full force and effect as a direct lease between Lessee, possession or enjoyment of as tenant, and the Leased Premises or rights Transferee holding title to the Property, as landlord, and Lender and each Transferee shall recognize and accept Lessee as tenant under the Lease be interfered with in any foreclosure or other action or proceeding in subject to the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any terms and provisions of the Mortgage Lease except as modified by this Agreement; provided, however, that if Lender or its designee is the Assignment “Transferee”, then Lessee and Lender agree that the following provisions of Rents, unless the lessor under the Lease would have had such right (if the Mortgage or the Assignment of Rents had any) shall not been madebe binding on Lender, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of “Transferee”: any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation option to purchase with respect to the construction Property; any right of the Property or any improvements of the Leased Premises or first refusal to purchase the Property, including, without limitation, ; any provision regarding the payment use of any construction allowance pursuant to the Lease; insurance proceeds or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation condemnation proceeds with respect to any breach the Property which is inconsistent with the terms of warranties the Deed of Trust; provided, further, however, that if Lender or representations its designee, as “Transferee”, elects not to apply insurance or condemnation proceeds to rebuild the building located on the Property in reliance on the foregoing, then Lender shall notify Lessee of any nature under such election promptly following Lender’s receipt of such insurance or condemnation proceeds and upon receipt of such notice by Lessee, the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentautomatically terminate.

Non-Disturbance. So long as no default existsIf any action or proceeding is commenced by Lender for the foreclosure of the Security Instrument or the sale of the Property, neither Tenant nor any event has occurred which has continued senior secured lender, subordinate senior lender, purchase money equipment lender or equipment lessor of Tenant that is a party with Landlord to exist for any consent, waiver or agreement pursuant to Section 32 of the Lease (hereinafter "Tenant's Lender") shall be named as a party to such period of time (after notice, if any, action or proceeding unless such joinder shall be required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would causelaw, without any further action on the part of provided, however, such lessor, joinder shall not result in the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, disturb or interfere with Tenant's possession or enjoyment use of the Leased Premises premises demised thereunder or any of Tenant's other rights under the Lease be interfered with or any rights of Tenant's Lender (including, without limitation, Tenant's current senior secured lenders pursuant to the terms of that certain Landlord's Waiver and Agreement the "(Landlord's Waiver and Agreement") dated as of the date of the Lease among Tenant, Landlord and XX Xxxxxx Xxxxx Bank, N.A., as agent for Tenant's current senior secured lenders), except as specifically set forth elsewhere in this Agreement, and the sale of the Property in any foreclosure or other such action or proceeding in and the nature exercise by Lender of foreclosure instituted any of its other rights under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage Note or the Assignment Security Instrument shall be made subject to all rights of Rents, unless the lessor Tenant under the Lease would have had such right if and any rights of any Tenant's Lenders (including, without limitation Tenant's current senior secured lenders under the Mortgage or Landlord's Waiver and Agreement), provided that at the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest time of the lessor under the Lease as a result commencement of any such action or proceeding or deed in lieu at the time of any such action sale or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission exercise of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction such other rights, an Event of the Property or any improvements of the Leased Premises or the PropertyDefault, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of as defined in the Lease, made without Agent’s prior written consent; (f) except by Tenant shall not have occurred and be continuing and Landlord shall not have terminated the Lease. The immediately preceding sentence shall in no way be deemed a waiver of Lender's rights to enforce any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants Tenant under the Lease, provided that if Agent shall not perform such covenants as Landlord, pursuant to the terms of the Lease in the event that Lender becomes the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentotherwise.

Non-Disturbance. So Secured Party does hereby agree with Tenant that, in the event Secured Party becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor Tenant complies with and performs its obligations under the Lease to terminate the Lease or would cause, without any further action and there exists no “Event of Default” on the part of such lessorthe Tenant under the Lease, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, (a) the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of continue in full force and effect as a direct Lease between the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession succeeding owner of the Property pursuant and Tenant, upon and subject to any provisions all of the Mortgage or the Assignment of Rentsterms, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest covenants and conditions of the lessor under Lease, for the Lease as a result balance of any such action or proceeding or deed in lieu the terms of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes Lease, and Secured Party will not disturb the possession of Tenant, and (b) the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect subject to the construction Lease and Secured Party shall recognize Tenant as the tenant of the Property or any improvements for the remainder of the Leased Premises or terms of the Lease in accordance with the provisions thereof and be bound thereby as landlord thereunder until the succeeding owner takes title to the Property; provided, includinghowever, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) that Secured Party shall not be: a. subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or b. obligated to complete any construction work required to be done by any prior landlord (including Landlord) pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant; or c. required to make any repairs to the Property required as a result of fire or other casualty or by reason of condemnation unless Secured Party shall be obligated under the Lease to make such repairs and then shall be obligated to finance the completion of such repairs only to the extent of casualty insurance proceeds or condemnation awards received; or d. required to make any capital improvements to the Property which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the Property; or e. be liable for any act or omission of any prior landlord (d) including Landlord); or f. bound by any rent or additional rent which Tenant might have paid for more than the then current rental period month or any security deposit or other prepaid charge paid to any prior landlord (including the Landlord); or (e) or g. bound by any amendment or modification of the Lease that results in a reduction of Base Rent or Additional Rent (each as defined in the Lease), or a shortening of the Lease Term (as defined in the Lease) or a material increase in Landlord’s obligations made without AgentSecured Party’s prior written consent; (f) except . h. Secured Party shall not join Tenant in any assignment action, suit or sublet permitted under proceeding arising out of the Lease as Mortgage or seeking to which Landlord’s consent foreclose the Mortgage, unless Tenant is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part deemed to be performed thereunder as lessor, it being acknowledged a necessary party under applicable Law in order for Secured Party to avail itself of and agreed that Tenant’s sole remedy in complete the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentremedy.

Non-Disturbance. So long as no default existsOn and after the Effective Date, nor Lender shall not, in the exercise of any event has occurred which has continued to exist for such period of time (after noticeright, if any, required remedy or privilege granted by the Lease) as would entitle Deed of Trust or the lessor Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease to terminate the Lease or would cause, without so long as: (a) Tenant is not in default under any further action on the part of such lessor, the termination provision of the Lease or would entitle such lessor to dispossess this Agreement at the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of time Lender exercises any such action right, remedy or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or privilege; (b) liable for The Lease at that time is in full force and effect according to its original terms, or incur any obligation with respect to such amendments or modifications as Lender shall have approved, if such approval is required by the construction terms of the Property or any improvements Deed of the Leased Premises Trust or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or Lease Assignment; (c) subject Tenant thereafter continues to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification fully and punctually perform all of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to Lender, or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender agrees that (i) Tenant will not be named as a party to pursue any foreclosure or other proceeding instituted by Lender to enforce the terms of the Deed of Trust or the Lease Assignment; (ii) any sale or other transfer of the Demised Premises or of the Landlord's interest in the Lease, pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and all legal remedies it may subordinate to Tenant's possession under the Lease; and (iii) the Lease will continue in full force and effect according to its original terms, or with such amendments as Lender shall have against Landlord approved, if such approval is required by the terms and any third parties other than Agentconditions of the Deed of Trust or the Lease Assignment.

Non-Disturbance. So long as no Tenant complies with this Agreement and is not in default existsunder any of the terms, nor any event has occurred which has continued to exist for such period of time (after noticecovenants, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination conditions of the Lease or would entitle such lessor to dispossess the lessee thereunderbeyond any applicable cure period, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment continue in full force and effect as a direct lease between the succeeding owner of the Leased Premises or rights and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, including renewal options, for the balance of the term of the Lease, including any renewal terms. Tenant hereby agrees to adhere to, attorn to and accept any such successor owner as landlord under the Lease Lease, and to be interfered with in bound by and perform all of the obligations imposed by the Lease, and Beneficiary, or any foreclosure or other action or proceeding in such successor owner of the nature of foreclosure instituted under or in connection with Premises, will not disturb the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions Tenant, and will be bound by all of the Mortgage obligations imposed on the Landlord by the Lease; provided, however, that Beneficiary, or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage any purchaser at a trustee's or the Assignment of Rents had not been made, except that neither the person sheriff's sale or entity acquiring the interest any successor owner of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding Premises shall not be: (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (ai) liable for any act or omission of any a prior landlord (including the Landlord); or or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (cii) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or or (diii) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period in advance to any prior landlord (including the Landlord)) for a period in excess of one month or other prepaid charge which Tenant might have paid to any prior landlord (including Landlord) unless such security deposit or other deposit has been physically and unconditionally delivered to Beneficiary; or or (eiv) bound by any amendment agreement or modification of the Lease, Lease made without Agent’s prior the written consentconsent of Beneficiary; or (fv) except bound or liable under any assignment or sublet permitted under provision in the Lease as to which whereby the landlord (including the Landlord’s consent is not required, bound ) assumed the obligations of Tenant under leases previously executed by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy Tenant covering space in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentbuildings.

Non-Disturbance. So long as no default exists, nor In the event of any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor foreclosure under the Lease to terminate the Lease Mortgage, or would cause, without any further action on the part of such lessor, the termination if conveyance or transfer of the Lease Mortgaged Property shall be made in lieu of foreclosure (any such foreclosure or would entitle such lessor conveyance or transfer in lieu of foreclosure being herein collectively referred to dispossess the lessee thereunderas "Foreclosure"), then the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease terminated as a result of such Foreclosure, but rather shall continue in full force and effect in accordance with the provisions thereof, and the rights of Tenant under the Lease shall not be interfered with or disturbed by any party owning the Mortgaged Properly or an interest therein as a result of such Foreclosure, or by such party's successors and assigns (any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter party and its successors and assigns being herein called the “Purchaser”) nor Agent if Agent takes possession of the Property "Such Owner"); provided, that Such Owner shall not be (a) liable for any act or omission of of, or subject to any rights or setoff, claims or defenses otherwise assertable by Tenant against, any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction owner of the Mortgaged Property or any improvements of the Leased Premises or the Property, (including, without limitation, Landlord), (b) obligated to complete the payment construction of any construction allowance pursuant to improvements under the Lease; or , (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have rents paid for more than the then current rental period one month in advance to any prior landlord owner, (including the d) liable for any security deposit not paid over to Such Owner by Landlord); , or (e) bound by any amendment modification, amendment, extension or modification cancellation of the Lease not consented to in writing by Lender; and further providxx, xhat nothing herein shall negate the right of Such Owner to exercise the rights and remedies, including termination of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted of Landlord under the Lease as to which Landlord’s consent is not required, bound upon the occurrence of an Event of Default by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and in accordance therewith and as to pursue any and all legal remedies it may have against Event of Default by Tenant under the Lease existing at the time of Foreclosure, such Foreclosure shall not operate to waive or abate any action initiaxxx by Landlord and any third parties other than Agentunder the Lease to terminate the same on account of such Event of Default.

Non-Disturbance. So Lender does hereby agree with Tenant that so long as no Tenant is not in default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease (beyond any period expressly given Tenant under the Lease to cure any such default) in any manner which would entitle Landlord to terminate the Lease or would cause, without any further action on the part of such lessorLandlord, the termination of the Lease or would entitle such lessor Landlord to dispossess the lessee Tenant thereunder, the Lease shall not be terminated, nor shall such lesseethen: (i) Lender will take no action which will interfere with or disturb Tenant’s use, possession or enjoyment use of the Leased Premises or other rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or Lease; and (ii) in the event that Agent takes Lender or its successor or assign (Lender and any such successor or assign is herein referred to as the “Successor Landlord”) becomes the owner of (or otherwise is in possession of) the Premises by foreclosure (judicial or non-judicial), exercise of a power of sale or other enforcement right under the Mortgage, exercise of the Property rights of a mortgagee in possession pursuant to any provisions of the Mortgage or the Assignment pursuant to a receivership or otherwise, conveyance in lieu of Rentsforeclosure or other exercise of Lender’s remedies pursuant to the Mortgage, unless the lessor under Assignment or any other documents exercised in connection therewith (any or all of the foregoing hereinafter referred to as a “Foreclosure”), neither the Lease would have had nor any of Tenant’s rights pursuant to the Lease shall be extinguished by reason of such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity Successor Landlord acquiring the interest of Landlord or coming into the lessor under possession of, or acquiring title to, the Lease Premises by reason of such Foreclosure. In any Foreclosure, Lender shall not join Tenant as a result of party in any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance brought pursuant to the Lease; Mortgage in any manner which would alter, disturb or (c) subject invalidate Tenant’s rights to any offsets or defenses which Tenant might have against any prior landlord (including possess and use the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than Premises pursuant to the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification terms of the Lease, made without Agent’s prior written consent; as the terms of the Lease are amended by this Agreement. In the event of a Foreclosure, the Successor Landlord shall recognize Tenant as the tenant of the Premises for the remainder of the term of the Lease in accordance with the provisions thereof, as the terms of the Lease are modified by this Agreement. Notwithstanding anything to the contrary hereinabove contained, (fa) except any assignment interest of Tenant in an option or sublet permitted other right (including any right of first offer or right of first refusal) to purchase all or any part of the Premises contained in the Lease is specifically subordinated to the rights of Lender under the Lease as terms of the Mortgage and such option or right shall not be binding upon Lender or any Successor Landlord, and (b) Lender does not intend by this Agreement to which Landlord’s consent is not requiredwaive, bound by any assignment negate or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or alter any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy agreement in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agentany, then Tenant shall have the right which provides Landlord an option to terminate its obligations under cancel the Lease and to pursue independent of any and all legal remedies it may have against Landlord and any third parties other than Agentdefault on the part of Tenant.

Non-Disturbance. So As to each Overlessor, deed of trust trustee, mortgagee or holder of any other interest to which this Lease shall hereafter become subordinate pursuant to Article 35 or Article 36 (each a "Senior Holder"), such subordination is subject to the express condition that so long as no Tenant is not in default existsin its obligations hereunder beyond applicable grace periods, nor (a) Tenant will not be made a party in any event has occurred which has continued action or proceeding by such Senior Holder to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination recover possession of the Lease Property and/or the Premises, or would entitle to any trustee's or sheriff's sale of the Property or to foreclose any mortgage, (b) Tenant's possession shall not be disturbed by such lessor to dispossess the lessee thereunderSenior Holder, the and (c) this Lease shall not be terminated, nor cancelled or terminated by such Senior Holder and shall continue in full force and effect upon such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature recovery of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither as a direct lease between Tenant and the person or entity acquiring the interest of Landlord, or between Tenant and the lessor under Overlessor, as the Lease case may be, upon all the terms, covenants, conditions and agreements set forth in this Lease, provided in each case that, unless the Senior Holder is the General Electric Pension Trust, the trustees or any subsidiary thereof, neither such Senior Holder nor any person or entity acquiring title to the Buildings as a result of foreclosure or trustee's sale nor any such action successor or proceeding or deed in lieu assign of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession either of the Property foregoing shall be (ai) bound by or liable for any payment of Rent which may have been made more than thirty (30) days before the due date of such installment, (ii) subject to any defense or offset which Tenant may have to the payment of Rent or other performance under this Lease, unless a Senior Holder that institutes a foreclosure or other conveyance of title to a Building or Buildings has been notified of Tenant's claim of a set off right, and, if the set off rights are determined pursuant to a court action or arbitration, has been given the opportunity to appear in, an action in which Tenant is awarded a set off right pursuant to Article 53.2 above, in which event Tenant's right of set off shall be limited as against such Senior Holder or any party acquiring such title to 75% of any Monthly Installments of Additional Rent payable thereunder from time to time from and after the date on which such Senior Holder or other party acquires title to a Building or Buildings, (iii) bound by any amendment or modification to this Lease made without the consent of such Senior Holder, (iv) liable for any monies owing by Landlord or on deposit with Landlord to the credit of Tenant, which such Senior Holder shall not have received, except as aforesaid, or (v) bound by or liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which and Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the any right to terminate its obligations under the Lease and to pursue set off (except as provided in clause (ii) above) or assert against such Senior Holder or other person or entity any and all legal remedies it may have against Landlord and any third parties other than Agent.claim or damages arising therefrom. The provisions of this 50

Non-Disturbance. So long as no default existson the part of Tenant exists under the Lease which continues beyond the expiration of any applicable periods of notice and grace, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease Landlord to terminate the Lease or would cause, without any further action on the part of such lessorLandlord, the termination of the Lease or would entitle such lessor the Landlord to dispossess the lessee Tenant thereunder, the Lease shall not be terminated, nor shall such lesseeTenant’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure or by way of any deed in lieu of any such action or proceeding, instituted under or in connection with the Mortgage or the Assignment, or, in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor Landlord under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither . Neither the person or entity acquiring the interest of the lessor Landlord under the Lease as a result of any such action or proceeding or by way of any deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent Lender, if Agent Lender takes possession of the Property or otherwise succeeds to the Landlord’s interest under the Lease, shall be be: (a) liable for any act or omission of the Landlord or any prior landlord predecessor(s) in interest to the Landlord in the capacity of Landlord under the Lease, if any (including together, the “Prior Landlord”); or , which was to have been performed under the Lease, except for defaults of a continuing nature; (b) liable for or incur the return of any obligation with respect security deposit which Tenant under the Lease has paid to the construction of the Property or any improvements of the Leased Premises Landlord or the PropertyPrior Landlord under the Lease, including, without limitation, the payment of any construction allowance pursuant except to the Lease; extent that the amount thereof is turned over to the Purchaser or the Lender, as the case may be; (c) subject to any offsets or defenses which the Tenant under the Lease might have against any prior landlord (including the Landlord); Landlord or the Prior Landlord under the Lease except to the extent expressly set forth in the Lease; (d) bound by the payment of any basic rent, additional rent, percentage rent or additional rent any other payments (any and all of which are herein referred to as “Rent”) which the Tenant might have paid under the Lease for more than one month in advance to the then current rental period Landlord under the Lease, except with respect to any prior landlord (including estimated payments on account of Taxes and Operating Expenses to the Landlord); or extent actually paid to Landlord to the extent provided in the Lease; (e) except for the amendments and modifications described in the Preliminary Statements, bound by any amendment or modification of the Lease, Lease made without AgentLender’s prior written consent; (f) except any assignment or sublet consent and not otherwise permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; Mortgage and/or the Assignment; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (jf) personally liable for any default under the Lease or the violation of any covenant or breach of any obligation on its part to be performed thereunder as lessorsuccessor to the Landlord which first occurs prior to the Lender’s or the Purchaser’s taking of possession or ownership of the Property, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against the Purchaser’s or AgentLender’s then interest in the PropertyProperty to recover any monetary damages, provided that Purchaser or Lender shall be liable to cure defaults of a continuing nature; (g) liable for or deemed to incur any obligation with respect to any breach of warranties or representations of Landlord or the Prior Landlord under the Lease respecting Landlord’s authority; (h) liable for any consequential or other damages which may have been incurred by Tenant by reason of any breach of obligations to be performed by Landlord or the Prior Landlord, except for defaults of a continuing nature; or (i) liable for any leasing commissions, the triggering event for which arose prior to the date Lender or any Purchaser succeeded to Landlord’s interest. Notwithstanding anything contained herein to be the contrary, Agent if Lender or any Purchaser succeeds to Landlord’s interests under the Lease, such party shall have absolutely no obligation to perform any leasehold improvements or other construction obligations in the Property on the part of Landlord’s construction covenants Landlord to have been performed, other than completing the initial build out of the Premises and providing the tenant improvement allowance in connection therewith all as more particularly set forth in the Lease, as well as any ongoing maintenance and repair obligations which are required to be performed by the Landlord under the terms of the Lease or to restore the Premises after a casualty or taking (to the extent required under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent).

Non-Disturbance. So long as no default existsNotwithstanding anything to the contrary in the Sublease or in this Consent, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by upon the Lease) as would entitle the lessor under the Lease to terminate the Lease expiration or would cause, without any further action on the part of such lessor, the earlier termination of the Master Lease (whether pursuant to a termination right expressly granted to Landlord or Tenant in the Master Lease or would entitle such lessor pursuant to dispossess an agreement between Landlord and Tenant entered into after the lessee thereunderdate of the Sublease), or upon the surrender of the Premises by Tenant to Landlord, the Sublease shall terminate as of the effective date of such expiration or earlier termination (the “Termination Date”), and Landlord and Subtenant agree that the Direct Lease shall not be terminated, nor automatically amended to provide that the Premises leased to Subtenant thereunder shall such lessee’s use, possession or enjoyment be expanded to include the Sublease Premises upon all of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession terms and conditions of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been madeDirect Lease, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) the monthly Base Rent shall be increased by Forty-Four Thousand Eight Hundred Twenty-Six Dollars ($44,826.00) for the remainder of the 1st Phase (as defined in the Direct Lease); and (b) Tenant’s Percentage Share shall be increased by 4.49% (to 6.69% instead of 2.20%) for the remainder of the 1st Phase. Landlord and Subtenant agree to enter into a written amendment to the Direct Lease documenting such expansion; provided, however, that such expansion shall be enforceable by either party notwithstanding any failure by the parties to enter into such an amendment. Notwithstanding the foregoing, in no event shall Landlord (i) be liable for any act default by Tenant under the Sublease or omission this Consent or for any other accrued obligation of any prior landlord Tenant under the Sublease or this Consent, (including the Landlord); or (bii) be liable for any security deposit, letter of credit or incur any obligation with respect other security made by Subtenant under the Sublease except to the construction of the Property or any improvements of the Leased Premises or the Propertyextent that such security shall have actually be transferred by Tenant to Landlord, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (ciii) be subject to any offsets offsets, claims or defenses which Tenant might counterclaims that shall have accrued in favor of Subtenant against any prior landlord Tenant, (including the Landlord); or (div) be bound by any payment or rent or additional rent which Tenant might that Subtenant may have paid for more than the then current rental period to any prior landlord one (including the Landlord); 1) month in advance, or (ev) be bound by any amendment or modification of the Lease, Sublease made without AgentLandlord’s prior written consent; consent (f) except but the provisions of this sentence are not intended to, and shall not, relieve Landlord of any assignment liability or sublet permitted responsibility to Tenant under the Master Lease, or to Subtenant under the Direct Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation except with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; Sublease Premises as expressly set forth above in (i) liable for consequential damages; or through (j) personally liable for v)). In no event shall the foregoing be construed to grant to Tenant any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Master Lease and or relieve Tenant from any liability to pursue Subtenant for any and all legal remedies it may have against Landlord and any third parties other than Agenttermination of the Sublease in violation of the terms thereof.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time Mortgagee agrees that (after notice, if any, required by the Leasea) as would entitle the lessor under the Lease to Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or would causeaffect Tenant’s (or, without with respect to any further action on person or entity claiming through or under Tenant, such person’s or entity’s) leasehold estate, use and possession of the part of such lessor, Premises or any portion thereof in accordance with the termination terms of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession any rights of Tenant (and any person or enjoyment of the Leased Premises entity claiming through or rights under Tenant) under the Lease be interfered with in by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage and (b) if any action or in proceeding is commenced by Mortgagee for the event that Agent takes possession of the Property pursuant to any provisions foreclosure of the Mortgage or the Assignment sale of Rents, unless the lessor under Port Authority Ground Lease and/or the Lease would have had such right if Building pursuant to the Mortgage or any other proceeding to enforce the Assignment of Rents had not been madeMortgage, except that neither the Tenant (nor any person or entity acquiring claiming through or under Tenant) shall be named or joined as a party therein, and the interest sale of the lessor Port Authority Ground Lease and/or Building in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Lease as a result Mortgage (or other documents securing the indebtedness secured by the Mortgage) shall be made subject to all rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease, provided that (i) at the time of the commencement of any such action or proceeding or deed at the time of any such sale or exercise of any such other rights set forth in lieu clauses (a) or (b) of this Section 2, (x) the Lease shall be in full force and effect and (y) Tenant shall not be in material default (after all applicable notices have been given and all applicable grace periods have expired) under any of the terms, covenants or conditions of the Lease on Tenant’s part to be observed or performed and (ii) Tenant may only be so named or joined in any such action or proceeding if required by law, so long as (hereinafter called the “Purchaser”1) nor Agent if Agent takes possession in connection with such naming and joining of the Property shall be Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights (a) liable for any act or omission those of any prior landlord (including the Landlord); person or (bentity claiming through or under Tenant) liable for under this Agreement or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent(2) none of Tenant’s prior written consent; rights (for those of any person or entity claiming through or under Tenant) except any assignment under this Agreement or sublet permitted under the Lease as shall be impaired or otherwise affected by such naming or joining of Tenant, and (3) such naming or joining will not cause Tenant to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentcosts.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time Mortgagee agrees that (after notice, if any, required by the Leasea) as would entitle the lessor under the Lease to Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or would causeaffect Tenant’s (or, without with respect to any further action on person or entity claiming through or under Tenant, such person’s or entity’s) leasehold estate, use and possession of the part of such lessor, Premises or any portion thereof in accordance with the termination terms of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession any rights of Tenant (and any person or enjoyment of the Leased Premises entity claiming through or rights under Tenant) under the Lease be interfered with in by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage (or in other documents securing the event that Agent takes possession of indebtedness secured by the Property pursuant to Mortgage) and (b) if any provisions action or proceeding is commenced by Mortgagee for the foreclosure of the Mortgage or the Assignment sale of Rents, unless the lessor under Port Authority Ground Lease and/or the Lease would have had such right if Building pursuant to the Mortgage or any other proceeding to enforce the Assignment of Rents had not been madeMortgage (or other documents securing the indebtedness secured by the Mortgage), except that neither the Tenant (nor any person or entity acquiring claiming through or under Tenant) shall be named or joined as a party therein, and the interest sale of the lessor Port Authority Ground Lease and/or Building in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Lease as a result Mortgage (or other documents securing the indebtedness secured by the Mortgage) shall be made subject to all rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease, provided that (i) at the time of the commencement of any such action or proceeding or deed at the time of any such sale or exercise of any such other rights set forth in lieu clauses (a) or (b) of this Section 2, (x) the Lease shall be in full force and effect and (y) Tenant shall not be in default (after all applicable notices have been given and all applicable grace periods have expired) under any of the terms, covenants or conditions of the Lease on Tenant’s part to be observed or performed and (ii) Tenant may be so named or joined in any such action or proceeding if required by law, so long as (hereinafter called the “Purchaser”1) nor Agent if Agent takes possession in connection with such naming and joining of the Property shall be Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights (a) liable for any act or omission those of any prior landlord (including the Landlord); person or (bentity claiming through or under Tenant) liable for under this Agreement or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue (2) none of Tenant’s rights (or those of any and all legal remedies it may have against Landlord and any third parties other than Agentperson or entity claiming through or under Tenant) under this Agreement or the Lease shall be impaired or otherwise affected by such naming or joining of Tenant.

Non-Disturbance. So long as no default existsLender shall not, nor in the exercise of any event has occurred which has continued to exist for such period of time (after noticeright, if anyremedy, required or privilege granted by the Lease) as would entitle Mortgage or the lessor Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease to terminate the Lease or would cause, without so long as: (a) Tenant is not in default under any further action on the part of such lessor, the termination provision of the Lease or would entitle this Agreement at the time Lender exercises any such lessor right, remedy or privilege; and (b) The Lease at that time is in force and effect according to dispossess its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions terms of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord)Assignment; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or and (c) subject Tenant thereafter continues to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification fully and punctually perform all of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender agrees that (i) Tenant will not be named as a party to pursue any foreclosure or other proceeding instituted by Lender to enforce the terms of the Mortgage or the Lease Assignment; (ii) any sale or other transfer of the Demised Premises or of Landlord's interest in the Lease, pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and all legal remedies it may subordinate to Tenant's possession under the Lease; and (iii) the Lease will continue in force and effect according to its original terms, or with such amendments as Lender shall have against Landlord approved, if such approval is required by the terms and any third parties other than Agentconditions of the Mortgage or the Lease Assignment.

Non-Disturbance. So Lender agrees that so long as no default exists, nor any event has occurred which has continued conditions do not exist entitling Lessor to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under declare the Lease to terminate and any amendments (including the Lease or would causeAmendment) terminated, without any further action on the part of such lessor, the termination Lessee's possession and enjoyment of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease Premises shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with by Lender in any a foreclosure action, sale, or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in Deed of Trust. In the event that Agent takes possession of foreclosure of the Property Deed of Trust, whether by action pursuant to the power of sale therein contained or otherwise, or delivery of a deed to the Property or any provisions portion thereof in lieu of foreclosure of the Mortgage Deed of Trust, whereby the purchaser upon foreclosure of the Deed of Trust or the Assignment of Rents, unless the lessor grantee under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession foreclosure of the Property shall be (a) liable for any act or omission Deed of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect Trust has notified Lessee that it has succeeded to the construction ownership of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s all interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any Property and the rights of Landlord’s construction covenants Lessor under the Lease, provided that if Agent then the Lease and any amendments (including the Lease Amendment) shall not perform continue in full force and effect as a direct lease between such covenants in purchaser or grantee of the event Property and Lessee, upon and subject to the terms, covenants, and conditions of foreclosure the Lease and any amendments (including the Lease Amendment), including the power of such purchaser or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right grantee as landlord thereunder to terminate its the interests of Lessee under and in accordance with the terms of the Lease and any amendments (including the Lease Amendment). Such purchaser or grantee will not disturb the possession of Lessee and will be bound by all of Lessor's obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentamendments (including the Lease Amendment).

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender if Agent Lender takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease, except in the case of defaults of a continuing nature as to which the Lender has been given written notice; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent; or (f) except bound by any consent by any lessor under the Lease to any assignment or sublet permitted under sublease of the lessee's interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s also obtaining Lender's prior written consent; or (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to -to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property, provided, however, in no event shall Purchaser's or Lender's rights and interests under the Security Deed be deemed an interest in the Property. Notwithstanding anything contained herein to be contrary, Agent Lender shall have absolutely no obligation to perform any of Landlord’s 's construction covenants under the Lease, provided that if Agent Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentLender, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.

Non-Disturbance. So In the event of foreclosure of the Mortgage or conveyance in lieu of foreclosure, which foreclosure or conveyance occurs prior to the expiration of the term of the Lease, including any extensions and renewals of such term now provided thereunder, and so long as no Tenant is not in default existsunder any of the terms, nor covenants and conditions of the Lease beyond any event has occurred which has continued applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (each being referred to exist for herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such period of time (after notice, if any, joinder shall be required by the Lease) as would entitle the lessor under the Lease to terminate the Lease law, provided, however, such joinder and such event of foreclosure or would cause, without any further action on the part conveyance in lieu of such lessor, foreclosure shall not result in the termination of the Lease or would entitle such lessor to dispossess disturb the lessee thereunderTenant’s possession, the Lease shall not be terminated, nor shall such lessee’s use, possession quiet enjoyment or enjoyment use of the Leased Premises Demised Premises, or diminish any of the rights of Tenant under the Lease be interfered with in Lease, or increase any foreclosure or other action or proceeding in of Tenant’s obligations under the nature of foreclosure instituted under or in connection with Lease, and the Mortgage or in the event that Agent takes possession sale of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of in any such action or proceeding or deed in lieu and the exercise by Mortgagee of any such action or proceeding of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (hereinafter called subject to the “Purchaser”) nor Agent if Agent takes possession terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Property Lease (if any) shall not be (a) liable for binding on Mortgagee or Acquiring Party: any act option to purchase or omission any right of any prior landlord (including the Landlord); or (b) liable for or incur any obligation first refusal to purchase with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, and any provision regarding the payment use of any construction allowance pursuant to the Lease; insurance proceeds or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation condemnation proceeds with respect to any breach the Property which is inconsistent with the terms of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentMortgage.

Non-Disturbance. So long as no default existsGrantee and the Permitted Parties will be permitted to peaceably and quietly use and enjoy the Easement Areas and Grantor shall not in any manner prevent, nor any event has occurred which has continued disturb and/or limit access to exist for such period of time (after notice, if any, required by the Lease) as would entitle Easement Areas or interfere with the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination use of the Lease or would entitle such lessor to dispossess Easement Areas by Grantee and the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the PropertyPermitted Parties. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant Grantee shall have the express right to terminate its obligations seek an injunction to prevent or cure interference if Grantor does not cure such interference within seventy-two (72) hours of receipt of written notice by Xxxxxxx. Grantor shall not suffer, grant, create, transfer, or convey (or cause to be suffered, granted, created, transferred, or conveyed) any claim, lien, encumbrance, easement, interest, restriction or other charge or exception to title to the Easement Areas that would adversely affect Grantee’s use of the Easement Areas as contemplated herein and shall promptly undertake any remedial action necessary to comply with this Section. Grantee shall have the express right, among others, to seek an injunction to prevent any of the activities prohibited or to compel remedial actions under this Agreement, without the Lease necessity of posting a bond. Grantor shall maintain the Premises in sufficient condition to allow for access and use of the Easement Areas by Grantee and the Permitted Parties and in compliance with Applicable Law (as defined below) so that no interference is experienced by Grantee or the Permitted Parties. During the term of this Agreement, Grantor shall not sell, transfer, grant, convey, lease, and/or license by deed, easement, lease, license or other legal instrument, an interest in and to, or the right to pursue use or occupy any portion of the Premises to a Third Party Competitor, without the prior written consent of Grantee, which may be withheld, conditioned, and/or delayed in Grantee’s sole and all legal remedies absolute discretion. Grantor agrees that it may have against Landlord and shall not, directly or indirectly, divert or solicit the business of Grantee or any Permitted Parties, on behalf of itself or on behalf of any third parties other than Agentparty.

Non-Disturbance. So long as no default existsLender shall not, nor in the exercise of any event has occurred which has continued to exist for such period of time (after noticeright, if anyremedy, required or privilege granted by the Lease) as would entitle the lessor under Mortgage or the Lease Assignment, or otherwise available to terminate the Lease Lender at law or would causein equity, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, disturb Tenant's possession or enjoyment of the Leased Premises or rights under the Lease be interfered with so long as: (a) Tenant is not in default beyond applicable notice and cure periods under any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession provision of the Property pursuant Lease or this Agreement at the time Lender exercises any such right, remedy or privilege; and (b) The Lease at that time is in force and effect according to any provisions its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord)Assignment; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or and (c) subject Tenant thereafter continues to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification fully and punctually perform all of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender agrees that (i) Tenant will not be named as a party to pursue any foreclosure or other proceeding instituted by Lender to enforce the terms of the Mortgage or the Lease Assignment; (ii) any sale or other transfer of the Demised Premises or of the Landlord's interest in the Lease, pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and all legal remedies it may subordinate to Tenant's possession under the Lease; and (iii) the Lease will continue in force and effect according to its original term, or with such amendments as Lender shall have against Landlord approved, if such approval is required by the terms and any third parties other than Agentconditions of the Mortgage or the Lease Assignment.

Non-Disturbance. So Notwithstanding anything contained in this Article to the contrary, for so long as Tenant is not in default (after receipt of written notice and the expiration of any applicable cure period ) of its obligation to pay any Base Rent or any Additional Rent payable pursuant to Article 5 hereof and no default Event of Default then exists, nor Landlord shall obtain and deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement (hereinafter referred to as an “SNDA”) for the benefit of Tenant from the holder of each new superior mortgage that becomes effective after the date hereof and from the lessor under each superior lease that becomes effective after the date hereof, each of which SNDA’s shall be on the standard form then utilized by such holder or lessor and shall be executed by Tenant and returned to Landlord within fifteen (15) Business Days of Landlord’s request therefor. Notwithstanding the foregoing, if Tenant fails to execute, acknowledge or deliver to Landlord or to such holder or lessor such SNDA, this Lease shall be subordinate to such superior mortgage or superior lease, as the case may be, as set forth in this Article, and Landlord shall be deemed to have fulfilled all of its obligations under this Section with respect to obtaining an SNDA from such holder or lessor, as the case may be. (For the purposes of the preceding sentence, a “holder” or “lessor” shall include a person who, at the time such SNDA is delivered to Tenant, is not yet a holder of a superior mortgage or a lessor under a superior lease, but is a prospective holder or a prospective lessor who thereafter becomes an actual holder of a superior mortgage or an actual lessor under a superior lease, as the case may be.) Landlord shall be responsible for any event has occurred which has continued to exist fees or expenses charged by the mortgagee or lessor for such period of time (after noticeSNDA and for Landlord’s legal fees and expenses, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rentstherewith, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property but Tenant shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy own legal fees and expenses, if any, in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentconnection therewith.

Non-Disturbance. So long If any action or proceeding is commenced by Lender for --------------- the foreclosure of the Mortgage or the sale of the Property or to enforce Lender's rights against Landlord under the Mortgage or the Note or other obligations secured thereby, Tenant shall not be named as no default existsa party therein unless such joinder shall be required by law, provided, however, such joinder shall not, nor shall any event has occurred which has continued to exist for such period (i) suit, action, or proceeding upon the Mortgage or the Note or other obligation secured thereby, (ii) the foreclosure of time the Mortgage, (after noticeiii) the enforcement of any rights under the Mortgage, if any, required (iv) any other document held by the LeaseLender, (v) as would entitle any judicial sale or execution or other sale of the lessor Property including the premises leased by the Tenant (the "Demised Premises"), (vi) any deed given in lieu of foreclosure, (vii) the exercise of any other rights given to the Lender by any other documents, (viii) a matter of law, or (ix) any default under the Lease to terminate Mortgage or the Lease Note or would causeother obligation secured thereby, without any further action on the part of such lessor, result in the termination of the Lease or would entitle such lessor to dispossess disturb the lessee Tenant's possession or use of the Demised Premises demised thereunder, and the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment sale of the Leased Premises Property in any such action or proceeding and the exercise by Lender of any of its other rights under the Lease be interfered with in any foreclosure Note or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in shall be made subject to all rights of Tenant and obligations of Landlord under the event Lease, provided that Agent takes possession at the time of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result commencement of any such action or proceeding or deed in lieu at the time of any such action sale or proceeding exercise of any such other rights (hereinafter called a) the “Purchaser”term of the Lease shall have commenced pursuant to the provisions thereof, (b) nor Agent if Agent takes Tenant shall be in possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants premises demised under the Lease, provided that if Agent (c) the Lease shall be in full force and effect and (d) Tenant shall not perform such be in default past applicable grace or cure periods under any of the terms, covenants in the event or conditions of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and or of this Agreement on Tenant's part to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentbe observed or performed.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued Notwithstanding anything to exist for such period of time (after noticethe contrary in this --------------- Lease, if anyan Encumbrance, other than any CC&R's, is created after the execution of this Lease, as a condition to the subordination of this Lease thereto under Paragraph 27.A above, Landlord shall obtain from the Holder of such Encumbrance, -------------- other than CC&R's, a SNDA in a form reasonably requested by such Holder. Without in any way limiting the type or form of SNDA that may be required by such Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as Exhibit G shall be reasonable. Only upon Landlord's delivery of a SNDA in --------- the form of Exhibit G or in a form reasonably requested by the Holder, shall --------- this Lease be automatically subject and subordinate to such Encumbrance, other than CC&R's. Within fifteen (15) days after full execution of this Lease, Landlord shall use reasonable efforts to provide Tenant with a SNDA in a form reasonably requested by each Holder of any Encumbrance in effect as of the date of this Lease. If Landlord fails to deliver the required SNDA(s) within the 15- day period, then, as would entitle Tenant's sole and exclusive remedy, Tenant shall have the lessor under the Lease one-time right to terminate the this Lease or would cause, without any further action on the part by giving Landlord a written notice of termination within three (3) business days after expiration of such lessor15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in Security Deposit and any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance warrants delivered pursuant to the Lease; or (c) subject to any offsets or defenses which Warrant Agreement. If Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is does not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of exercise such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform termination right within such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent3- business day period, then Tenant shall have the no further right to terminate its obligations under the this Lease pursuant to this Paragraph 27.C and Tenant shall have no other rights or -------------- remedies with respect to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLandlord's failure to deliver such SNDA(s).

Non-Disturbance. So long as Landlord shall use commercially reasonable efforts to cause any current Lender to execute a Non-Disturbance Agreement on such Lender's standard form within thirty (30) days after the later of (a) encumbrance of the Development with a loan (if there is no loan on the Development upon execution hereof), or (b) the execution of this Lease if there is a loan on the Development upon execution hereof; provided, however, any failure by Landlord to obtain such an agreement notwithstanding such efforts shall not constitute a default existsby Landlord under this Lease nor result in any liability of Landlord to Tenant for any loss or damage resulting therefrom, nor any event has occurred which has continued but such failure by Landlord shall entitle Tenant to exist for terminate this Lease by written notice to Landlord given within ten (10) days after Landlord notifies Tenant of the expiration of such thirty (30) day period of time time. If Tenant does not terminate this Lease within such ten (after notice10) day period of time, if any, required by the Lease) as would entitle the lessor under the Lease then Tenant's right to thereafter terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the this Lease as a result of Landlord's failure to obtain a Non-Disturbance Agreement from any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property current Lender shall be (a) liable for any act forfeited and of no further force or omission effect, but Landlord shall nevertheless thereafter continue using commercially reasonable efforts to obtain such Non-Disturbance Agreement. For purposes of any prior landlord (including this Lease a "NON-DISTURBANCE AGREEMENT" shall include subordination provisions and an assurance from the Landlord); or (b) liable for or incur any obligation with respect to the construction beneficiary under a deed of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the trust that Tenant's possession and this Lease, made without Agent’s prior written consent; (f) except including any assignment or sublet permitted under options to extend the Lease Term, will not be disturbed so long as to which Landlord’s consent Tenant is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any in default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the this Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time Mortgagee agrees that (after notice, if any, required by the Leasea) as would entitle the lessor under the Lease to Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or would causeaffect Tenant’s (or, without with respect to any further action on person or entity claiming through or under Tenant, such person’s or entity’s) leasehold estate, use and possession of the part of such lessor, Premises or any portion thereof in accordance with the termination terms of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession any rights of Tenant (and any person or enjoyment of the Leased Premises entity claiming through or rights under Tenant) under the Lease be interfered with in by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage and (b) if any action or in proceeding is commenced by Mortgagee for the event that Agent takes possession foreclosure of the Mortgage or the sale of the Property pursuant to any provisions of the Mortgage or any other proceeding to enforce the Assignment of RentsMortgage, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the Tenant (nor any person or entity acquiring claiming through or under tenant) shall be named or joined as a party therein, and the interest sale of the lessor Property in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Lease as a result Mortgage (or other loan documents securing the indebtedness secured by the Mortgage) shall be made subject to all rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease, provided that (i) at the time of the commencement of any such action or proceeding or deed at the time of any such sale or exercise of any such other rights set forth in lieu clauses (a) or (b) of this Section 2, (x) the Lease shall be in full force and effect and (y) Tenant shall not be in default (after all applicable notices have been given and all applicable grace periods have expired) under any of the terms, covenants or conditions of the Lease on Tenant’s part to be observed or performed and (ii) Tenant may be so named or joined in any such action or proceeding if required by law, so long as (hereinafter called the “Purchaser”1) nor Agent if Agent takes possession in connection with such naming and joining of the Property shall be Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights (a) liable for any act or omission those of any prior landlord (including the Landlord); person or (bentity claiming through or under Tenant) liable for under this Agreement or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue (2) none of Tenant’s rights (or those of any and all legal remedies it may have against Landlord and any third parties other than Agentperson or entity claiming through or under Tenant) under this Agreement or the Lease shall be impaired or otherwise affected by such naming or joining of Tenant.

Non-Disturbance. So long Simultaneously with the execution of this Lease, Landlord and Tenant agree to execute and deliver to Landlord’s mortgagee or lender a non-disturbance agreement which shall be substantially in the form which is attached to and made a part hereof as no default existsExhibit “F” (the “SNDA”). Landlord agrees, nor any event within twenty (20) Business Days after the date that Tenant and Landlord have executed this Lease, to obtain for Tenant’s benefit the SNDA that has occurred which has continued to exist for such period of time (after notice, if any, required been executed by the Lease) as would entitle the lessor under the Lease to terminate the Lease lender or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in mortgagee. In the event that Agent takes possession of Landlord does not deliver the Property pursuant fully executed SNDA to any provisions of Tenant within twenty (20) Business Days after the Mortgage or the Assignment of Rents, unless the lessor under the Lease would date that Landlord and Tenant have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to executed and delivered the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right, exercisable within ten (10) days after the expiration of such twenty (20) Business Day period, to terminate this Lease, in which event Landlord shall reimburse Tenant on demand for all reasonable, out-of-pocket costs, expenses and damages incurred by Tenant in connection with the letter of intent and the Lease, provided, however, such reimbursement shall not exceed the sum of One Million Dollars ($1,000,000.00). If Tenant fails to timely exercise such termination right, Tenant shall be deemed to have waived its right to so terminate its obligations this Lease. Landlord agrees to obtain from the beneficiary under any other mortgage or deed of trust which may encumber the Building in the future a non-disturbance agreement on a commercially reasonable form of non-disturbance agreement in favor of Tenant. If Landlord does not obtain said non-disturbance agreement, then Tenant shall not be required to subordinate the Lease or otherwise attorn to the mortgagee(s) and this Lease shall be superior to pursue that mortgagee’s particular interest in the Property and this Lease. In the event that any such current or future beneficiary charges Landlord any costs or fees in connection with reviewing the Lease or in preparing or negotiating such non-disturbance agreement, and all legal remedies it may have against Landlord such costs and any third parties other than Agentfees exceed the sum of Five Thousand and 00/100 Dollars ($5,000.00), then Tenant shall pay to Landlord, upon demand, the amount so charged in excess of Five Thousand and 00/100 Dollars ($5,000.00), as Additional Rent. Tenant hereby agrees that the form of SNDA that is attached to this Lease as Exhibit “F” is a commercially reasonable form of non-disturbance agreement.

Non-Disturbance. When a lease is subordinate to a mortgage, the tenant is in peril of losing its leasehold estate upon a foreclosure. Therefore, if a prior lease is being subordinated to a new mortgage, in return for agreeing to the subordination, a tenant will expect a promise of non-disturbance from the lender. If a lease with a substantial tenant is executed subject to an existing mortgage, the tenant might be able to condition the effectiveness of the lease on its receipt of an SNDA from the landlord’s mortgagee. A lender does not want to be forced into keeping a problematic tenant at the property and therefore will require that, as a condition to non-disturbance, the tenant must not be in default under the lease. Also, a lender might seek to preserve the procedural right to name the tenant in a foreclosure action, provided that it is not for the purpose of terminating the leasehold estate. Below is an example of a negotiated non-disturbance provision in an SNDA: “So long as no Tenant is not in default exists(beyond any period given Tenant to cure such default) in the payment of rent or in the performance of any of the material terms, nor any event has occurred which has continued to exist for such period covenants or conditions of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease on Tenant’s part to terminate be performed (a) Tenant’s possession and occupancy of the Lease Demised Premises shall not be interfered with or would cause, without any further action on disturbed by Lender during the part of such lessor, the termination term of the Lease or would entitle any extension thereof duly exercised by Tenant; (b) Lender will not name Tenant as a party to any judicial or non-judicial foreclosure or other proceeding to enforce the Mortgage unless joinder is required under applicable law but in such lessor to dispossess the lessee thereundercase Lender will not seek affirmative relief against Tenant, the Lease shall will not be terminated, nor shall such lessee’s use, terminated and Tenant's possession or enjoyment of the Leased Demised Premises will not be disturbed; and (c) if Lender or rights under any other entity acquires the Lease be interfered with in any foreclosure or Property through foreclosure, by other action or proceeding in the nature of foreclosure instituted under or in connection with to enforce the Mortgage or by deed-in the event that Agent takes lieu of foreclosure or otherwise, Xxxxxx's possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under Demised Premises will not be disturbed and the Lease would have had will continue in full force and effect between Lender (or such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaserother entity) and Tenant.”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So Subject to the rights of AESOP Leasing and the Trustee under the AESOP I Operating Lease and the Related Documents and so long as no default existseach Sublessee satisfies its obligations hereunder, nor any event has occurred which has continued to exist for its quiet enjoyment, possession and use of the Vehicles subleased by such period of time (after notice, if any, required Sublessee hereunder will not be disturbed by the Lease) as would entitle Sublessor during the lessor under Term, subject, however, to the Lease following sentence and SECTIONS 2.8 AND 18 hereof and except that the Sublessor, AESOP Leasing and the Trustee each retains the right, but not the duty, to terminate inspect such Vehicles without disturbing the Lease or would cause, without any further action on the part ordinary conduct of such lessorSublessee's business. Each Sublessee acknowledges that such Sublessee's quiet enjoyment, possession and use of each and every Vehicle subleased hereunder is subject to the Sublessor's right to quiet enjoyment, possession and use of such Vehicles, which right is further subject to the terms and conditions of the AESOP I Operating Lease. Each Sublessee agrees that its rights under this Agreement to quiet enjoyment, possession and use of the Vehicles subleased by such Sublessee will be terminated upon the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s useSublessor's rights of quiet enjoyment, possession and use of such Vehicle or enjoyment of the Leased Premises or rights Vehicles under the Lease be interfered with in AESOP I Operating Lease. If the sublease of any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property Vehicle subleased hereunder is terminated for any reason (including, but not limited, pursuant to any provisions of Section 3.1 hereof), then the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation Sublessee with respect to such Vehicle shall deliver such Vehicle to, or at the construction direction of, the Trustee or, so long as no AESOP I Operating Lease Event of Default has occurred and is continuing, at the direction of the Property or any improvements Sublessor. Upon the request of the Leased Premises Sublessor, AESOP Leasing or the PropertyTrustee from time to time, including, without limitation, the payment of any construction allowance pursuant each Sublessee will make reasonable efforts to confirm to the Lease; Sublessor, AESOP Leasing and the Trustee the location, mileage and condition of each Vehicle subleased by such Sublessee hereunder and to make available for the Sublessor's AESOP Leasing's or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and Trustee's inspection within a reasonable time following taking period, not to exceed 45 days, such Vehicles at the location where such Vehicles are normally domiciled. Further, each Sublessee will, during normal business hours and with a notice of possession 3 Business Days, make its records pertaining to the Vehicles subleased by Agentsuch Sublessee hereunder available to the Sublessor, then Tenant shall have AESOP Leasing or the right to terminate its obligations under Trustee for inspection at the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentlocation where such Sublessee's records are normally domiciled.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in the event that Agent Lender takes possession of the Property pursuant to any provisions of provisxxxx xf the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender if Agent Lender takes possession of the Property shall be (a) liable for any fox xxx act or omission of any prior landlord lessor under the Lease other than defaults of a continuing nature that (including i) exist as of the date Purchaser or Lender takes possession or becomes owner of the Property for which notice to Lender has been duly given by either Landlord or Tenant and (ii) constitute a breach of Landlord)'s obligations under Sections 2.1, Article 5 and Article 10, for which Lender's or Purchaser's liability shall be limited to the period of time after Lender or Purchaser acquire the interest of Landlord under the Lease or Lender takes possession of the Property, and shall be limited _ as is otherwise provided herein; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit or letter of credit which lessee under the Lease has paid or delivered to any prior lessor under the LeaseLease unless such is held by Lender and, in addition, in the case of a letter of credit, has been issued in Lender's name; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to Landlord or any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of any material term of the Lease, Lease made without Agent’s Lender's prior written consent; or (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that (i) Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the PropertyProperty and (ii) Lender's liability under xxx Lease shall be limited to Lender's interest in the Property and in no event shall Lender xx xxable for indirect or consequential damages. Notwithstanding anything contained herein to be contrary, Agent Lender shall have absolutely no obligation to perform any of Landlord’s 's construction covenants under the Lease, provided that if Agent Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentLender, then Tenant shall have the right to terminate its obligations oblixxxxxxs under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.

Non-Disturbance. So In the event of foreclosure of the Mortgage or conveyance in lieu of foreclosure, which foreclosure or conveyance occurs prior to the expiration of the term of the Lease, including any extensions and renewals of such term, and so long as no Tenant is not in default existsunder any of the terms, nor covenants and conditions of the Lease beyond any event has occurred which has continued applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (each being referred to exist for herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such period of time (after notice, if any, joinder shall be required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would causelaw, without any further action on the part of provided, however, such lessor, joinder shall not result in the termination of the Lease or would entitle such lessor to dispossess disturb the lessee thereunderTenant’s possession, the Lease shall not be terminated, nor shall such lessee’s use, possession quiet enjoyment or enjoyment use of the Leased Demised Premises or Tenant’s rights under the Lease be interfered with in any foreclosure or other action or proceeding in Lease, and the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession sale of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of in any such action or proceeding or deed in lieu and the exercise by Mortgagee of any such action or proceeding of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (hereinafter called subject to the “Purchaser”) nor Agent if Agent takes possession terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Property Lease (if any) shall not be (a) liable for binding on Mortgagee or Acquiring Party: any act option to purchase or omission any right of any prior landlord (including the Landlord); or (b) liable for or incur any obligation first refusal to purchase with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, and any provision regarding the payment use of any construction allowance pursuant to the Lease; insurance proceeds or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation condemnation proceeds with respect to any breach the Property which is inconsistent with the terms of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting useMortgage; provided, compliance with zoninghowever, Landlordif the Premises and Building are not restored following such casualty, Acquiring Party will be bound by Txxxxx’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy termination rights set forth in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default existsLandlord shall use reasonable efforts to obtain a subordination, nor non-disturbance and attornment agreement in favor of Tenant from any event has occurred which has continued to exist for such period future holder of time (after notice, if any, required by the Lease) as would entitle the any Mortgage and any future lessor under any Superior Lease, in the Lease to terminate the Lease form generally used by such holder or would cause, without any further action on the part of such lessor, as the termination case may be; it being expressly understood that the failure by Landlord to obtain any such agreement shall in no way relieve Tenant of any of its obligations hereunder or alter or affect the subordination of this . Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease as provided in this Article. Landlord shall not be terminated, nor shall such lessee’s use, possession required to expend any sums or enjoyment of the Leased Premises to pay or rights under the Lease be interfered with in incur any foreclosure or other action or proceeding in the nature of foreclosure instituted under or fees in connection with such efforts unless Tenant pays the Mortgage same to Landlord in advance and Landlord shall not be required to reject any potential financing or other arrangement or to seek alternate financing arrangements if any such holder or lessor is unwilling to deliver such agreement to and for the benefit of Tenant. ’ (f) The following shall be added to the end of Subsection (C) of Article 12 of the Lease: ‘ Notwithstanding the foregoing, Landlord will not have the right to exercise either of said options in connection with an assignment of this Lease or a sublease of all or part of the Premises to a “related corporation” (as hereinafter defined). ’ (g) Article 29 shall be modified as follows: (i) With respect to the New Space only, the following shall be added to subparagraph C following the third sentence: ‘ In the event of a major mechanical failure of the existing air-cooling units serving all or any portion of the New Space during the Term hereof (which shall be deemed to mean a failure involving the coil, fan or compressor components of such units), Landlord agrees to repair or replace the same at Landlord’s cost, provided and upon the condition that Tenant has entered into service maintenance agreements pursuant to the preceding sentence and provides a copy of service and maintenance records to Landlord at Landlord’s request. Furthermore, in the event of a major mechanical failure of that Agent takes possession certain existing fifteen (15) ton, twenty-two (22) year old air-cooled unit presently serving the 11th Floor Premises (which shall be deemed to mean a failure involving any of the Property pursuant to any provisions components of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been madeunit, except that neither those normally part of air-cooling service maintenance agreements), Landlord agrees to repair or replace the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding same at Landlord’s cost (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment cost of furnishing and installing replacement components or a new unit, as necessary, the cost of temporarily relocating Tenant’s furniture, fixtures, equipment and other personal property to perform such work, and the cost of any construction allowance associated alterations required to be made to the 11th Floor Premises to perform such repair or replacement), provided and upon the condition that Tenant has entered into service maintenance agreements pursuant to this subsection C of Article 29 of the LeaseLease with respect to such existing air-cooling unit and provides a copy of service and maintenance records to Landlord at Landlord’s request. ’ (ii) The first four sentences of subparagraph H(i) shall be deleted in their entirety and the following shall be inserted in lieu thereof: ‘ Landlord shall redistribute six (6) wxxxx of connected electrical load per rentable square foot of space deemed to be in the Premises for the servicing of all of Tenant’s electrical needs within the Premises, excluding, any air-cooling equipment located in, or exclusively servicing, the Premises. Tenant shall install a submeter to measure Tenant’s consumption of electrical energy in the Premises at Tenant’s sole cost and expense; or (c) it being understood and agreed that subject to any offsets or defenses which and in accordance with the terms of this Lease and to the consent of the public utility company serving the Building, Tenant might have against any prior landlord (including may connect this submeter to other submeters of Tenant in the Landlord); or (d) bound Building. The cost of electricity utilized by any rent or Tenant shall be paid for by Tenant to Landlord as additional rent which Tenant might have paid for more than and shall be calculated at the then current rental period applicable rate charged to Landlord by the public utility company serving the Premises for consumption of the amount of electrical energy in question, plus (a) Landlord’s charge for overhead and supervision in the amount of ten percent (10%) of the total electric bxxx and (b) any prior landlord taxes or other charges in connection therewith.’ (including the Landlord); or (eh) bound by any amendment or modification The following shall be added as Article 41 of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.:

Non-Disturbance. So long as no default exists, nor In the event of any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor enforcement action under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor documents evidencing and/or securing the Loan, including but not limited to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment foreclosure of the Leased Premises Deed of Trust, or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession upon a sale of the Property pursuant to any provisions the trustee’s power of sale contained therein, or upon a transfer of the Mortgage Property by conveyance in lieu thereof, then: a. So long as Tenant complies with this Agreement and an Event of Default under the terms, covenants, or conditions of the Assignment Lease is not then occurring, the Lease shall continue in full force and effect as a direct lease between Beneficiary or other Successor Owner of Rentsthe Property and Tenant, unless upon and subject to all of the lessor terms, covenants and conditions of the Lease, for the balance of the term of the Lease. Tenant hereby agrees to attorn to and accept Beneficiary and any such other Successor Owner of the Property, as applicable, as landlord under the Lease, and to be bound by and perform all of the obligations to be performed by Tenant under the Lease would have had and under this Agreement (such right if attornment to be effective and self-operative without the Mortgage execution of any further instruments on the part of any of the parties to this Agreement immediately upon Beneficiary or such other Successor Owner of the Assignment of Rents had not been made, except that neither the person or entity acquiring Property succeeding to the interest of the lessor prior landlord (including Landlord) under the Lease as a result of Lease), and in such event, Beneficiary, or any such action other Successor Owner of the Property, so long as there is not an Event of Default under the Lease, and pursuant to the terms of the Lease, will not disturb the possession of Tenant, will be bound by all of the obligations imposed on the Landlord by the Lease, and will cure continuing defaults by Landlord. Notwithstanding the foregoing, in the event of such foreclosure or proceeding sale under power of sale or deed transfer in lieu of thereof, Beneficiary, and any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession other Successor Owner of the Property Property, their successors and assigns, shall be not be: (a1) liable for any act or omission of a prior landlord (including Landlord), obligated to cure any defaults of any prior landlord (including the Landlord); , or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets offsets, credits, defenses or defenses deductions which Tenant might have against any prior landlord (including the Landlord); or , provided, however this subsection (d1) does not apply to continuing defaults; (2) bound by any rent or additional rent other charge which Tenant might have paid for more than the then current rental period in advance to any prior landlord (including Landlord) for a period in excess of one month; (3) obligated to pay any improvement allowance or other sum owed by any prior landlord (including Landlord) to Tenant or any other person or entity, except for Operating Expenses incurred by Tenant and which the Landlord); or Lease permits Tenant to recover; (e4) bound by any amendment amendment, modification or modification of other agreement with respect to the Lease, Lease made without Agent’s the prior written consent; consent of Beneficiary, which consent may be granted or denied in Beneficiary’s reasonable discretion; (f5) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible liable for any security deposit not actually received by AgentBeneficiary; or (h6) bound by any notice given by Tenant to any prior landlord (including Landlord), whether or not such notice is given pursuant to the terms of the Lease, unless a copy thereof was also given to Beneficiary. b. Upon the written request of Beneficiary given at the time of or at any time after any such foreclosure, trustee’s sale or other transfer, Tenant shall execute an amended and restated lease of the Premises with Beneficiary or a Successor Owner upon the same terms, covenants, conditions and provisions as the Lease between Landlord and Tenant, as modified by this Agreement for the duration of the Term of the Lease. c. Beneficiary and any other Successor Owner of the Property shall be liable for or incur any obligation the performance of the obligations of the landlord under the Lease only with respect to any breach those obligations which arise and accrue during Beneficiary’s or such other Successor Owner of warranties the Property’s ownership of the Property, as applicable; and from and after the transfer by Beneficiary or representations such other Successor Owner of any nature the Property of its ownership of the Property, Beneficiary and such other Successor Owner of the Property shall be relieved of all liability with respect to the landlord’s obligations under the Lease thereafter to be performed.. Any liability of Beneficiary or otherwise including without limitation any warranties such other Successor Owner of the Property to Tenant for damages as a result of the default of Beneficiary or representations respecting use, compliance with zoning, Landlordsuch other Successor Owner of the Property in the performance of the landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default obligations under the Lease or any covenant or obligation on its part to be performed thereunder by it as lessor, it being acknowledged and agreed that Tenant’s sole remedy provided in the event of such default this Agreement shall be to proceed against Purchasersatisfied only out of Beneficiary’s or Agentsuch other Successor Owner of the Property’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentPremises.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage and assignment of rents and leases or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment and assignment of Rentsrents and leases, unless the lessor under the Lease Landlord would have had such right to interfere if the Mortgage or the Assignment and assignment of Rents rents and leases had not been made, except that neither Lender and the person or entity acquiring the interest of the lessor under the Lease Landlord as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent if Agent takes possession of the Property shall not be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease which occurred prior to the date Lender or Purchaser obtained possession of the Property; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which Tenant has paid to any prior lessor under the LeaseLease unless such security deposit was actually delivered to Lender; or (c) subject to any offsets or defenses which the Tenant might have against any prior landlord (including lessor under the Landlord)Lease; provided, however, that the foregoing shall not limit Tenant's right to exercise against Lender or Purchaser any right of Tenant to any offset or defense otherwise available to Tenant because of events occurring after the date Lender takes possession of the Property; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant might have paid for more than thirty (30) days in advance of amounts due for the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease which increases the obligations or responsibilities of Landlord thereunder or changes the rent or the term thereof and is made without Agent’s Lender's prior written consent; or (f) except bound by any consent by any lessor under the Lease to any assignment or sublet permitted under sublease of the Tenant's interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s also obtaining Lender's prior written consent; or (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default exists, nor With respect to any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination sublease of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Demised Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be part thereof (a) liable for any act or omission which demises at least one full floor of any prior landlord (including the Landlord); or South Building, (b) liable the term of which is for at least ten (10) years or incur any obligation for remainder of the Term, less one day, if less than 10 years then remains in the Term; (c) the rent and additional rent under which (after deducting therefrom an amount equal to the Impositions payable hereunder with respect to the construction premises demised thereby and an amount equal to the expenses payable by Tenant to provide to the premises demised thereby the services referred to in clause (f) below) shall be no less than the portion of the Property or any improvements Minimum Rent payable hereunder applicable on a pro-rata basis to the premises demised thereby (or, if such rent is less, the subtenant shall agree to pay same at the rate of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the LandlordMinimum Rent payable hereunder applicable on a pro-rata basis); or (d) bound by any rent or additional rent which Tenant might have paid for more than complies with the then current rental period to any prior landlord (including the Landlordprovisions of Section 14.4(a); or (e) bound by any amendment or modification the subtenant under which is, in Landlord's reasonable judgment, financially sound and capable of the Leaseperforming its obligations thereunder, made without Agent’s prior written consentand Tenant shall have delivered to Landlord evidence reasonably satisfactory to Landlord of such financial status; (f) except any assignment or sublet permitted which shall entitle the subtenant to services (HVAC, elevators, cleaning, etc.) no more burdensome to provide than the services provided under typical leases for comparable space in First-Class Office Buildings as of the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consentdate of such sublease; and (g) bound which provides that, after termination of this Lease and attornment by the subtenant to Landlord, the subtenant shall not, without the prior written consent of Landlord, sublease all or responsible for any security deposit part of the premises demised thereby or assign the sublease, except in either case, to a wholly-owned subsidiary of, or an entity wholly owning, the subtenant, or to a successor of the subtenant, by merger, sale of assets or consolidation, provided that the net worth of such successor subtenant, calculated in accordance with generally accepted accounting principles, without regard to good will, shall be at least equal to the net worth of subtenant, as so calculated, ninety (90) days prior to the succession transaction, and evidence of such net worth (in the form of current financial statements certified by a "Big Five" firm of certified public accountants or current registration statements or reports filed with the Securities and Exchange Commission) shall have been delivered to Landlord, Landlord shall, upon Tenant's request, enter into an agreement in substantially the form attached hereto as Schedule I (a "Subtenant Non-Disturbance Agreement") with such subtenant. Any dispute as to whether any sublease complies with the provisions of this Section 14.9 shall be resolved by arbitration in accordance with Section 14.13 hereof; provided, however, that the form of the Subtenant Non-Disturbance Agreement shall not actually received by Agent; (h) be subject to arbitration. If the result of such arbitration shall be adverse to Landlord, Landlord shall not be liable for or incur damages but Landlord shall then execute a Subtenant Non-Disturbance Agreement. If Tenant shall make any obligation request under this Section 14.9, it shall reimburse Landlord for Landlord's reasonable out-of-pocket expenses (including attorneys' fees and disbursements, credit investigation fees and the fees and disbursements of other professionals) incurred by Landlord in order to determine if the sublease complies with respect to any breach of warranties or representations clauses (a) through (d) above, but not the costs of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Propertyarbitration. Notwithstanding anything contained herein in this Section 14.9, in no event shall the granting of a Subtenant Non-Disturbance Agreement by Landlord to any subtenant be contrary, Agent shall have absolutely no obligation deemed to perform create any privity of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against estate between Landlord and such subtenant prior to the date of any third parties other than Agentsuch attornment.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender if Agent Lender takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Xxxxxx's prior written consent; or (f) except bound by any consent by any lessor under the Lease to any assignment or sublet permitted under sublease of the lessee's interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s also obtaining Lender's prior written consent; or (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s Xxxxxx's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Xxxxxx's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent Lender shall have absolutely no obligation to perform any of Landlord’s 's construction covenants under the Lease, provided that if Agent Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentXxxxxx, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.

Non-Disturbance. So long as no default Event of Default (as defined in the Lease) exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunderTenant, the Lease shall not be terminated, nor shall such lesseeTenant’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent Lender takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent Lender if Agent Lender takes possession of the Property shall be be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which Tenant has paid to any prior lessor under the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without AgentLender’s prior written consentconsent (other than an amendment or modification memorializing the exercise by Tenant of a right or option set forth in the Lease); (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s ; or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform (g) liable for any of Landlord’s construction covenants Construction-Related Obligation under the Lease. As used herein, provided that if Agent shall not perform such covenants in the event a “Construction-Related Obligation” means any obligation of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations Landlord under the Lease and to pursue make, pay for, or reimburse Tenant for any and all legal remedies it may have against Landlord and any third parties alterations, demolition, or other than Agentimprovements or work at the Property, including the Premises.

Non-Disturbance. So long as no default existsLender shall not, nor in the exercise of any event has occurred which has continued to exist for such period of time (after noticeright, if anyremedy, required or privilege granted by the Lease) as would entitle Mortgage or the lessor Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease to terminate the Lease or would cause, without so long as: (a) Tenant is not in default beyond any further action on the part of such lessor, the termination applicable grace periods under any provision of the Lease or would entitle this Agreement at the time Lender exercises any such lessor right, remedy or privilege; and (b) The Lease at that time is in force and effect according to dispossess its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions terms of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord)Assignment; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or and (c) subject Tenant thereafter continues to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification fully and punctually perform all of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease without default thereunder beyond any applicable cure period; and 62 (d) Tenant attorns to pursue or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender agrees that (i) Tenant will not be named as a party to any foreclosure or other proceeding instituted by Lender to enforce the terms of the Mortgage or the Lease Assignment; (ii) any sale or other transfer of the Demised Premises or of the Landlord's interest in the Lease, pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and all legal remedies it may subordinate to Tenant's possession under the Lease; and (iii) the Lease will continue in force and effect according to its original terms, or with such amendments as Lender shall have against Landlord approved, if such approval is required by the terms and any third parties other than Agentconditions of the Mortgage or the Lease Assignment.

Non-Disturbance. 3.1 So long as no Tenant is not in default existsunder any of the terms, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease covenants or would cause, without any further action on the part of such lessor, the termination conditions of the Lease or would entitle beyond any period provided to Tenant to cure such lessor to dispossess default by the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment terms of the Leased Premises or Lease, Tenant’s rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes and possession of the Property pursuant Premises shall not be affected or disturbed by Lender in the exercise of any of its rights or remedies under the Loan Documents nor shall Tenant be named as a party defendant in any suit filed by Lender except that, to the extent required by under applicable law to give force and effect to any provisions such proceedings, Tenant may be joined therein. 3.2 Upon foreclosure of the Mortgage or the Assignment exercise of Rentsany other remedy available to Lender under the Loan Documents or applicable law pursuant to which Lender or any Foreclosure Purchaser (defined below) acquires title to the Premises, unless or any part thereof, the lessor Lease (including all renewals and other options contained therein) shall not be terminated and shall continue in full force and effect as though the Landlord’s default giving rise to such action had not occurred. 3.2.1 The Lender or, as applicable, the Foreclosure Purchaser, shall recognize all of the rights and interest of Tenant under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest and shall perform all of the lessor duties and responsibilities of the Landlord under the Lease with the same force and effect and with the same priority in right as a result of if the Lease were directly made between Lender or, as applicable, the Foreclosure Purchaser and Tenant so long as Tenant is not in default thereunder beyond any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called applicable cure period available to Tenant under the “Purchaser”) nor Agent if Agent takes possession terms of the Property shall Lease; provided, however; that neither Lender nor Foreclosure Purchaser shall: 3.2.1.1 be (a) liable for any act or omission of any prior landlord (including unless such act or omission is continuing in nature and the Landlord); or (b) liable for or incur any obligation with respect same was described in a notice provided to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance Lender pursuant to the Lease; or (c) Section 4.3 hereof; 3.2.1.2 be subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) landlord; 3.2.1.3 be bound by nor be required to give Tenant any credit with respect to any rent or additional rent which Tenant might have paid for more than the then current rental period month to any prior landlord (including the Landlord)landlord; or (e) or 3.2.1.4 be bound by any amendment or modification of the Lease made without the prior written consent of Lender. Lender agrees that (1) no amendment to the Lease that documents the exercise by Tenant of any extension option set forth in the Lease as of the date hereof shall require Lender’s consent, and that each such amendment shall be binding upon Lender and, as applicable, the Foreclosure Purchaser, and (2) Lender’s consent to any amendment that does not modify the rent (except as set forth in clause (1) of this sentence), extend or shorten the term of the Lease, made or materially reduce the obligations of Tenant thereunder shall not be unreasonably withheld, conditioned or delayed. Lender agrees to review and respond to any request for consent to an amendment within fifteen (15) business days; and 3.2.1.5 The foregoing provisions shall be self-operative and effective without Agent’s prior written consent; (f) except the execution of any assignment further instruments on the part of any party hereto. However, Tenant agrees to execute and deliver to Lender or sublet permitted to any person to whom Tenant herein agrees to attorn such other instruments as either shall request in order to effectuate said provisions. 3.2.2 Upon foreclosure under the Loan Documents, Tenant shall attorn to and recognize the then owner of the Premises to the same extent and with the same force and effect as if such owner were the Landlord under the Lease as to which Landlord’s consent is not required, and shall be bound by and perform all of the obligations imposed upon Tenant under the Lease. Tenant’s attornment hereunder shall be effective and self-operative without the execution of any assignment or subletother instruments on the part of any party and shall be effective concurrently with such owner’s acquisition of title to the Premises. In such event, made without Agent’s prior written consent; (g) bound by or Lender or, as applicable, the Foreclosure Purchaser, shall be responsible for all Landlord obligations arising from and after the date of attornment. 3.3 So long as the Mortgage remains outstanding and unsatisfied, Tenant will mail or deliver to Lender at its address and in the manner hereinbelow provided, a copy of all notices of default permitted or required to be given to the Landlord by Tenant pursuant to the Lease. Lender may, but shall have no obligation to, cure any security deposit not actually received default of Landlord by Agent; (h) liable for the last to occur of: 3.3.1 any time before the rights of the Landlord shall have been forfeited or incur any obligation with respect to any breach of warranties or representations adversely affected because of any nature under default of the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness ; 3.3.2 within the time permitted to Landlord for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for curing any default under the Lease or any covenant or obligation on as therein provided; or 3.3.3 within fifteen (15) days after its part receipt of a notice specifying the default with respect to defaults that can be performed thereunder as lessorcured by the payment of money, it being acknowledged and agreed that Tenant’s sole remedy in the event within thirty (30) days after its receipt of such notice with respect to any other default shall unless such default cannot reasonably be to proceed against Purchaser’s or Agent’s interest cured in the Property. Notwithstanding anything contained herein to be contrarythirty (30) days in which event, Agent Lender shall have absolutely no obligation thirty (30) days within which to perform any of Landlord’s construction covenants under the Lease, provided that if Agent commence action necessary to effect such cure and shall not perform thereafter diligently prosecute such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right curative action to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentcompletion without interruption.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, grace or cure periods, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under be interfered with nor shall the leasehold estate granted by the Lease be interfered with affected in any other manner, in any exercise of the power of sale contained in the Security Deed, or by any foreclosure or other any action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in case the event that Agent Lender takes possession of the Property property described in the Security Deed pursuant to any provisions of the Mortgage or the Assignment of Rentsthereof, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents Security Deed had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding proceeding, and the successors and assigns thereof (hereinafter called the “"Purchaser”") nor Agent if Agent takes possession of the Property shall not be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease of which Lender has not received notice and the opportunity to cure from Tenant; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease of which Lender has not received notice and the opportunity to cure from Tenant; or (dc) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (ed) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent, if such consent is required pursuant to the terms of the Security Deed; or (fe) except bound by any assignment or sublet permitted consent by any lessor under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s lessee's interest in the Property. Notwithstanding anything contained herein Lease made without also obtaining Lender's prior written consent (to the extent such consent may be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants required under the Lease), provided that if Agent shall not perform such covenants in consent is required pursuant to the event terms of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentSecurity Deed.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage and assignment of rents and leases or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment and assignment of Rentsrents and leases, unless the lessor under the Lease Landlord would have had such right to interfere if the Mortgage or the Assignment and assignment of Rents rents and leases had not been made, except that neither Lender and the person or entity acquiring the interest of the lessor under the Lease Landlord as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent if Agent takes possession of the Property shall not be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease which occurred prior to the date Lender or Purchaser obtained possession of the Property; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which Tenant has paid to any prior lessor under the LeaseLease unless such security deposit was actually delivered to Lender; or (c) subject to any offsets or defenses which the Tenant might have against any prior landlord (including lessor under the Landlord)Lease; provided, however, that the foregoing shall not limit Tenant's right to exercise against Lender or Purchaser any right of Tenant to any offset or defense otherwise available to Tenant because of events occurring after the date Lender takes possession of the Property; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant might have paid for more than thirty (30) days in advance of amounts due for the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease which increases the obligations or responsibilities of Landlord thereunder or changes the rent or the term thereof and is made without Agent’s Lender's prior written consent; or (f) except bound by any consent, by any lessor under the Lease to any assignment or sublet permitted under sublease of the Tenant's interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s also obtaining Lender's prior written consent; or (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default existsLender shall not, nor in the exercise of any event has occurred which has continued to exist for such period of time (after noticeright, if anyremedy, required or privilege granted by the Lease) as would entitle Mortgage or the lessor Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease to terminate the Lease or would cause, without so long as: (a) Tenant is not in default beyond any further action on the part of such lessor, the termination applicable grace periods under any provision of the Lease or would entitle this Agreement at the time Lender exercises any such lessor right, remedy or privilege; and (b) The Lease at that time is in force and effect according to dispossess its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions terms of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord)Assignment; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or and (c) subject Tenant thereafter continues to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification fully and punctually perform all of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender 65 agrees that (i) Tenant will not be named as a party to pursue any foreclosure or other proceeding instituted by Lender to enforce the terms of the Mortgage or the Lease Assignment; (ii) any sale or other transfer of the Demised Premises or of the Landlord's interest in the Lease, pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and all legal remedies it may subordinate to Tenant's possession under the Lease; and (iii) the Lease will continue in force and effect according to its original terms, or with such amendments as Lender shall have against Landlord approved, if such approval is required by the terms and any third parties other than Agentconditions of the Mortgage or the Lease Assignment.

Non-Disturbance. So long In the event Lender takes possession of Borrower’s interest in the Mortgaged Property, as no default existsmortgagee-in-possession or otherwise, nor or forecloses the Instrument or otherwise causes Borrower’s interest in the Mortgaged Property to be sold pursuant to the Instrument or exercises any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor other right or remedy available under the Lease Instrument or this Agreement, Lender agrees not to affect, terminate the Lease or would cause, without any further action on the part of such lessor, the termination disturb Master Tenant’s or Operator’s right to quiet enjoyment and possession of the Lease or would entitle such lessor to dispossess Mortgaged Property under the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment terms of the Leased Premises Master Lease and Operating Lease, or any of Master Tenant’s rights under the Master Lease be interfered with in any foreclosure or Operator’s rights under the Operating Lease, and to recognize all of Master Tenant’s other action or proceeding in rights under the nature Master Lease and all of foreclosure instituted Operator’s other rights under or in connection with the Mortgage or in Operating Lease, so long as there is no Event of Default. In the event that Agent takes possession of the Property pursuant Lender succeeds to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor Borrower’s fee title to the Mortgaged Property and as landlord under the Master Lease, (hereinafter collectively referred to in this paragraph as “Successor Landlord”), Lender and Master Tenant hereby agree to recognize one another as landlord and tenant, respectively, under the Master Lease, and to be bound to one another under all of the terms, covenants and conditions of the Master Lease. Accordingly, from and after such event, Successor Landlord and Master Tenant shall have the same remedies against each other for the breach of an agreement contained in the Master Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called Master Tenant and Borrower, had before Successor Landlord succeeded to the “Purchaser”) nor Agent if Agent takes possession interest of the Property Borrower, provided, however, that Successor Landlord shall be (a) not be: a. liable for any act or omission of any prior landlord (including the Landlord)landlord; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) or b. subject to any offsets or defenses which that Master Tenant might have against any prior landlord (including the Landlord)landlord; or (d) or c. bound by any rent or additional rent which that Master Tenant might have paid for more than the then current rental period one month in advance to any prior landlord (including the Landlord)landlord; or Subordination, Assignment and Security Agreement Form 4079 (eSeniors Housing) (Memorial Xxxxx) 05-05 Ó 2000-2005 Xxxxxx Mae d. bound by any amendment or modification of the Lease, Master Lease or the Operating Lease made after the date of this Assignment without AgentLender’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible or e. liable for return of any security deposit or reserve to the extent not actually received by Agent; (h) liable for or incur made available to Lender as successive landlord succeeding Master Tenant and/or Borrower and becoming the Successor Landlord. Notwithstanding any obligation with respect of the foregoing to any breach the contrary, while an “Event of warranties or representations of any nature Default” under the Lease or otherwise including without limitation any warranties or representations respecting useInstrument has occurred, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (ia) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant Lender shall have the right to terminate its obligations exercise all rights as owner of the Mortgaged Property under the Master Lease and (b) Operator shall pay to pursue any Lender directly all Rent and all legal remedies it may have against Landlord and any third parties other than Agentsums due to Master Tenant under the Operating Lease which amounts shall be credited as set forth in Section 3 of this Agreement.

Non-Disturbance. So long Upon receiving Landlord’s notice of Tenant’s default or notice of termination, the Lender or the Beneficiary may cure Tenant’s failure to pay Net Rent, Additional Payments, or any other sum due to Landlord under this Lease within thirty (30) days from the date the Lender or the Beneficiary receives the notice. The Lender or the Beneficiary may cure any other Tenant default within sixty (60) days from the date the Lender or the Beneficiary receives the notice. If the default cannot objectively be cured within this 60-day period, and if the Lender or the Beneficiary proceeds diligently and in good faith to cure the default, then the Lender or the Beneficiary will be entitled to reasonable additional time to cure. No provision of this Article may be construed to impose upon the Lender or the Beneficiary the duty to perform any Tenant obligation under this Lease or to remedy any Lease default by Tenant. Landlord shall accept the Lender’s or the Beneficiary’s performance of any Tenant covenant, condition, or agreement under this Lease with the same force and effect as no though performed by Tenant, and when accepted, the Lease will remain in full force and effect between Landlord and Lender or Beneficiary. A. If a Tenant default existson this Lease cannot be cured, nor any event has occurred which has continued the Lender or the Beneficiary may direct the trustee to exist exercise the power of sale under the leasehold deed of trust as provided by law. Before exercising the power of sale, the trustee may, but is not required to, first offer to Landlord the right to purchase all right, title, and interest in the leasehold encumbered under the deed of trust directly from the trustee and without public sale for such period the then outstanding balance due on the note or notes secured by the deed of time (after noticetrust, plus trustee's fees and costs of sale. The trustee's offer to Landlord, if any, required must be made no later than ten (10) days following the recording of the trustee’s notice of default, and Landlord may exercise the option to purchase within 60 days following the recording. Any foreclosure of the deed of trust will not affect Landlord’s right, title, or interest in or to the Premises, the Phase 2 Parcel, or this Lease. B. If Landlord is not offered the right to purchase or does not purchase the Lender’s or the Beneficiary’s interest, the Lender or Beneficiary may: 1. Pursuant to the leasehold deed of trust and as provided by the Lease) as would entitle the lessor under the law, cause Tenant's interest in this Lease to terminate the Lease be transferred at foreclosure sale, to be judicially foreclosed, or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or conveyed by deed in lieu of any such action foreclosure; or 2. Upon Landlord’s prior approval, which approval may not be unreasonably withheld, cause Tenant's interest in this Lease to be transferred or proceeding (hereinafter called assigned to a federal- or state-chartered bank, savings-and-loan association, or insurance company. But Landlord’s prior approval is not required to assign or transfer the “Purchaser”) nor Agent Lease to a financial institution acting as a bond trustee if Agent takes possession the institution possesses at least $500,000,000 in assets and if the institution is regulated, supervised and controlled by an agency or department of the Property shall be (a) liable for any act United States or omission of any prior landlord (including the Landlord); an agency or (b) liable for or incur any obligation with respect to the construction department of the Property state of Arizona having jurisdiction over banks, savings-and-loan associations, or other similar financial institutions (“Bond Trustee”). C. Except as otherwise provided in this Lease, from the date on which Landlord receives notice of a leasehold deed of trust, Landlord may not amend this Lease in any improvements material respect or accept a surrender of Tenant’s leasehold interest in this Lease without the prior written consent of the Leased Premises Lender or the PropertyBeneficiary, includingwhich consent may not be unreasonably withheld, without limitationconditioned, or delayed. D. If the payment Lender or Beneficiary forecloses a leasehold deed of any construction allowance pursuant trust or similar security, or if Tenant executes and delivers a deed in lieu of foreclosure, then Landlord may deem the purchaser at the foreclosure sale or the grantee under the deed in lieu of foreclosure as an assignee of this Lease, and Landlord may permit the purchaser or grantee to assume Tenant’s duties and obligations under this Lease as Tenant’s successor from the Lease; date Landlord approves the purchaser or (c) subject to any offsets grantee, except that Landlord’s approval is not required if the purchaser or defenses which Tenant might have against any prior landlord (including grantee is a Bond Trustee. Landlord may not unreasonably withhold, condition, or delay approval of the Landlord); purchaser or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification grantee as assignee of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which . The foreclosure will not affect Landlord’s consent is not requiredrights, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authorityor interest in or to the Premises, habitability and/or fitness for any purposethe Phase 2 Parcel, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the this Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default existson the part of Tenant exists --------------- under the Lease and continues beyond the expiration of any applicable periods of notice and grace, nor any other event has occurred occurred, which has continued to exist for such period beyond the expiration of time (after noticeany applicable periods of notice and grace, if any, required by the Lease) as would entitle the lessor under the Lease Landlord to terminate the Lease or would cause, without any further action on the part of such lessorLandlord, the termination of the Lease or would entitle such lessor the Landlord to dispossess the lessee Tenant thereunder, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with adversely affected in any foreclosure or other action or proceeding in the nature of foreclosure foreclosure, instituted under or in connection with the Mortgage or Security Deed, or, in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor Landlord under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither . Neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or by way of any deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender, if Agent Lender takes possession of the Property or otherwise succeeds to the lessor's interest under the Lease, shall be be: (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease; or (b) liable for or incur the return of any obligation with respect security deposit which Tenant under the Lease has paid to any prior lessor under the Lease, except to the construction of extent that the Property or any improvements of amount thereof is turned over to the Leased Premises Purchaser or the PropertyLender, including, without limitation, as the payment of any construction allowance pursuant to the Leasecase may be; or (c) subject to any offsets or defenses which the Tenant under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by the payment of any base rent, percentage rent or additional rent any other payments which the Tenant under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent; or (f) except bound by any assignment or sublet permitted consent by any lessor under the Lease as to which Landlord’s consent is not required, bound by any assignment of the lessee's interest in the Lease or sublet, sublease of all or any portion of the Leased Premises made without Agent’s Lender's prior written consent; or (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent if Lender or any Purchaser succeeds to the lessor's interests under the Lease, such party shall have absolutely no obligation to perform any leasehold improvements or other construction obligations in the Leased Premises on the part of Landlord’s construction covenants under the LeaseLandlord to have been performed, provided that if Agent shall such party does not perform such covenants in the event of foreclosure or deed in lieu thereof and obligations within a reasonable time following taking of possession by Agentafter such succession, then Tenant shall have the right either: (i) to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and and/or any third parties other than AgentLender or Purchaser; or (ii) upon the receipt of the prior written consent, if required, from such party's lender, if any, to perform the work to have been performed by Landlord, and to withhold from subsequent payments of rent, additional rent and other amounts to be paid by Tenant an amount equal to any monetary contribution or reimbursement that Landlord would have been required to pay under the Lease in respect of such construction work.

Non-Disturbance. So (a) Fee Secured Party hereby agrees that so long as no Lessee is not in default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease beyond any applicable notice, cure, or would causegrace period, without any further action on the part of such lessor, the termination (i) Lessee’s possession and occupancy of the Lease or would entitle such lessor to dispossess the lessee thereunder, Property and Lessee’s rights and privileges under the Lease shall not be terminated, nor disturbed by Fee Secured Party or any assignee or successor-in-interest to Fee Secured Party and (ii) Fee Secured Party shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in not join Lessee as party to any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease brought as a result of a default by Owner under the Deed of Trust or any other document associated with the Deed of Trust, unless such joinder is required in order to complete the action or proceeding proceeding, in which case Fee Secured Party shall pay all costs or expenses incurred by Lessee in connection with having been so joined. Without limiting the generality of the foregoing, if Owner’s interest in the Lease is acquired by Fee Secured Party, whether by purchase and sale, foreclosure, deed in lieu of foreclosure, or in any such action other way, action, or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for proceeding, or by any act assignee or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect successor to the construction of the Property or any improvements of the Leased Premises or the PropertyFee Secured Party, including, without limitation, any purchaser at a foreclosure sale, (i) Lessee’s rights and interest under the payment Lease shall continue in full force and effect otherwise subject to the terms of any construction allowance pursuant to the Lease and (ii) Collateral Agent and the Secured Parties shall have all the rights and benefits of a Leasehold Mortgagee described in Section 8 of the Lease; and the foregoing right, interests, and benefits of Lessee, Collateral Agent and the Secured Parties shall not by operation of law or (c) subject to otherwise be terminated or disturbed, except in accordance with the Lease. In the event the Collateral Agent or any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or AgentSecured Parties acquire Lessee’s interest in the Property. Notwithstanding anything contained herein to be contraryLease or the by foreclosure, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agentforeclosure, then Tenant or otherwise, Fee Secured Party shall have recognize the right to terminate its obligations Collateral Agent or the Secured Parties as having all rights of Lessee under the Lease and to pursue under this Agreement. (b) If Owner’s interest in the Lease is acquired by Fee Secured Party, whether by purchase and sale, foreclosure, deed in lieu of foreclosure, or in any and all legal remedies it may have against Landlord and any third parties other than Agent.way, action, or proceeding, NONDISTURBANCE AND ATTORNMENT AGREEMENT #4842-0527-7211

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender if Agent Lender takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent; or (f) except bound by any consent by any lessor under the Lease to any assignment or sublet permitted under sublease of the lessee's interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s also obtaining Lender's prior written consent; or (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent Lender shall have absolutely no obligation to perform any of Landlord’s 's construction covenants under the Lease, provided that if Agent Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentLender, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time Mortgagee agrees that (after notice, if any, required by the Leasea) as would entitle the lessor under the Lease to Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or would causeaffect Tenant’s leasehold estate, without use and possession of the Premises or any further action on portion thereof in accordance with the part of such lessor, the termination terms of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment any rights of the Leased Premises or rights Tenant under the Lease be interfered with in by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage, including, without limitation any right to purchase and certain rights to receive and retain insurance proceeds and condemnation awards in respect of the Premises, all as more particularly set forth in the Lease, and (b) if any action or proceeding is commenced by Mortgagee for the foreclosure of the Mortgage or in the event that Agent takes possession sale of the Property pursuant to any provisions of the Mortgage or any other proceeding to enforce the Assignment Mortgage, Tenant shall not be named or joined as a party therein, and the sale of Rents, unless the lessor Property in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Lease would have had such right if Mortgage shall be made subject to all rights of Tenant under the Mortgage or Lease, provided that (i) at the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest time of the lessor under the Lease as a result commencement of any such action or proceeding or deed at the time of any such sale or exercise of any such other rights set forth in lieu clauses (a) or (b) of this Section 2, (x) the Lease shall be in full force and effect and (y) Tenant shall not be in default (after all applicable notices have been given and all applicable grace periods have expired in accordance with the terms of the Lease) under any of the terms, covenants or conditions of the Lease, and (ii) Tenant may be so named or joined in any such action or proceeding if required by law, so long as (hereinafter called 1) in connection with such naming and joining of Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights under this Agreement or the “Purchaser”Lease, except as specifically set forth elsewhere in this Agreement, and (2) nor Agent if Agent takes possession none of Tenant’s rights under this Agreement or the Lease shall be impaired or otherwise affected by such naming or joining of Tenant. The immediately preceding sentence shall in no way be deemed a waiver of Mortgagee’s rights to enforce any remedy against Tenant under the Lease, as Landlord, pursuant to the terms of the Lease in the event that Mortgagee becomes the owner of the Property shall be by reason of any such sale or exercise of any such other rights set forth in clauses (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentthis Section 2.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default exists, nor With respect to any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination sublease of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Demised Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be part thereof (a) liable for any act or omission which demises at least one full floor of any prior landlord (including the Landlord); or South Building, (b) liable the term of which is for at least ten (10) years or incur any obligation for remainder of the Term, less one day, if less than 10 years then remains in the Term; (c) the rent and additional rent under which (after deducting therefrom an amount equal to the Impositions payable hereunder with respect to the construction premises demised thereby and an amount equal to the expenses payable by Tenant to provide to the premises demised thereby the services referred to in clause (f) below) shall be no less than the portion of the Property or any improvements Minimum Rent payable hereunder applicable on a pro-rata basis to the premises demised thereby (or, if such rent is less, the subtenant shall agree to pay same at the rate of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the LandlordMinimum Rent payable hereunder applicable on a pro-rata basis); or (d) bound by any rent or additional rent which Tenant might have paid for more than complies with the then current rental period to any prior landlord (including the Landlordprovisions of Section 14.4(a); or (e) bound by any amendment or modification the subtenant under which is, in Landlord's reasonable judgment, financially sound and capable of the Leaseperforming its obligations thereunder, made without Agent’s prior written consentand Tenant shall have delivered to Landlord evidence reasonably satisfactory to Landlord of such financial status; (f) except any assignment or sublet permitted which shall entitle the subtenant to services (HVAC, elevators, cleaning, etc.) no more burdensome to provide than the services provided under typical leases for comparable space in First-Class Office Buildings as of the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consentdate of such sublease; and (g) bound which provides that, after termination of this Lease and attornment by the subtenant to Landlord, the subtenant shall not, without the prior written consent of Landlord, sublease all or responsible for any security deposit part of the premises demised thereby or assign the sublease, except in either case, to a wholly-owned subsidiary of, or an entity wholly owning, the subtenant, or to a successor of the subtenant, by merger, sale of assets or consolidation, provided that the net worth of such successor subtenant, calculated in accordance with generally accepted accounting principles, without regard to good will, shall be at least equal to the net worth of subtenant, as so calculated, ninety (90) days prior to the succession transaction, and evidence of such net worth (in the form of current financial statements certified by a "Big Five" firm of certified public accountants or current registration statements or reports filed with the Securities and Exchange Commission) shall have been delivered to Landlord, Landlord shall, upon Tenant's request, enter into an agreement in substantially the form attached hereto as Schedule I (a "Landlord Non-Disturbance Agreement") with such subtenant. Any dispute as to whether any sublease complies with the provisions of this Section 14.9 shall be resolved by arbitration in accordance with Section 14.13 hereof; provided, however, that the form of the Landlord Non-Disturbance Agreement shall not actually received by Agent; (h) be subject to arbitration. If the result of such arbitration shall be adverse to Landlord, Landlord shall not be liable for or incur damages but Landlord shall then execute a Landlord Non-Disturbance Agreement. If Tenant shall make any obligation request under this Section 14.9, it shall reimburse Landlord for Landlord's reasonable out-of-pocket expenses (including attorneys' fees and disbursements, credit investigation fees and the fees and disbursements of other professionals) incurred by Landlord in order to determine if the sublease complies with respect to any breach of warranties or representations clauses (a) through (d) above, but not the costs of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Propertyarbitration. Notwithstanding anything contained herein in this Section 14.9, in no event shall the granting of a Landlord Non-Disturbance Agreement by Landlord to any subtenant be contrary, Agent shall have absolutely no obligation deemed to perform create any privity of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against estate between Landlord and such subtenant prior to the date of any third parties other than Agentsuch attornment.

Non-Disturbance. So long as no Tenant is not in default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate --------------- beyond any notice and cure period provided in the Lease, then Lender agrees with Tenant that in the event the interest of Landlord under the Lease is acquired by Lender, or would cause, without any further action on Lender acquires title to the part Property or comes into possession of such lessor, the termination said Property by reason of foreclosure or enforcement of the Lease Mortgage or would entitle such lessor to dispossess the lessee thereunderNote, or by a conveyance in lieu thereof, or by any other means, Tenant's possession of the Premises and Tenant's rights, privileges and obligations under the Lease shall not be terminateddisturbed, nor shall such lessee’s use, possession diminished or enjoyment interfered with by Lender or any party claiming through Lender during the term of the Leased Premises or rights Lease, including any extensions thereof permitted to Tenant, and the Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease. In the event Tenant defaults under the Lease be interfered with or this Agreement beyond applicable notice and cure periods, the obligations of Lender hereunder shall, at Lender's election, become null and void and Lender may proceed to extinguish the Lease and all of Tenant's rights and interests in any and to the Premises through foreclosure of the Mortgage. Immediately upon the acquisition by Lender of possession or title to the Property by reason of foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions enforcement of the Mortgage or the Assignment of RentsNote, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been madeby a conveyance in lieu thereof, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu other means, Tenant agrees to be bound to Lender under all of the terms, covenants, and conditions of the Lease for the balance of the term thereof, including any extensions thereof permitted to Tenant, with the same force and effect as if Lender were the landlord under the Lease, and Tenant does hereby attorn to Lender as its landlord, said attornment to be effective and self-operative without the execution of any such action other instruments on the part of either party hereto. Lender further agrees that if it obtains possession or proceeding (hereinafter called title to the “Purchaser”) nor Agent if Agent takes possession Property during the Lease term, Lender shall be bound to Tenant under all of the Property terms, covenants, and conditions of the Lease and Tenant shall, from and after the occurrence of the events set forth above, have the same remedies that Tenant might have had under the Lease against Landlord; provided; however, that Lender shall be (a) not be: a. liable to Tenant for damages for any act or omission omissions of Landlord or any prior landlord (including the Landlord); occurring prior to Lender obtaining possession or (b) liable for or incur any obligation with respect title to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) or b. subject to any offsets offsets, claims or defenses which Tenant might have against Landlord or against any prior landlord which arise prior to, or out of any events that occurred prior to, the date Lender obtains possession or title to the Property (including except any offset or deduction expressly provided for in the LandlordLease which amount is a sum certain expressly set forth in the Lease); or (d) or c. bound by any rent or additional rent or deposit, rental security or any other sums which Tenant might may have paid for more than the then current rental period to Landlord or any prior other landlord (including the Landlord)unless received by Lender; or (e) or d. bound by any amendment or modification of the Lease, Lease made from and after the date of this Agreement without Agent’s Lender's prior written consent; (f) except or e. bound to the Tenant subsequent to the date upon which the Lender transfers its interest in the Property to any assignment third party; or f. obligated or sublet permitted liable to Tenant with respect to the construction and completion of any improvements in the Premises for tenant's use, enjoyment or occupancy; provided, however, if, after succeeding to Landlord's interest under the Lease as Lender fails or refuses to construct or complete any such improvements which Landlord’s consent is not requiredLandlord would have been obligated to construct or complete, bound Tenant shall be entitled to exercise any and all remedies provided to Tenant by the Lease for a failure by Landlord to construct or complete any assignment such improvements; or g. obligated or sublet, made without Agent’s prior written consent; (g) bound by or responsible liable to Tenant for any security deposit not actually received by Agent; (h) liable moving, relocation or refurbishment allowance or any payment or allowance for or incur any obligation with respect improvements to any breach of warranties or representations the Premises of any nature part thereof; provided, however, if after succeeding to Landlord's interest under the Lease Lender fails or otherwise including without limitation refuses to pay any warranties or representations respecting usesuch allowance, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness Tenant shall be entitled to exercise any and all remedies provided to Tenant by the Lease for a failure by Landlord to pay any purpose, or possessionsuch allowance; (i) or h. liable for consequential damagesthe payment of any leasing commissions or other expenses for which Landlord or any prior landlord incurred the obligation to pay; or i. bound or (j) liable to Tenant under any notice given by Tenant to Landlord or any prior landlord unless notice is also given simultaneously to Lender as required by the terms of this Agreement; or j. personally liable for any default obligations of Landlord under the Lease or any covenant or obligation on its part to be performed thereunder as lessorwhich Lender succeeds, it being acknowledged and agreed that Tenant’s sole remedy in Lender's liability for the event performance of such default shall be obligations being limited at all times to proceed against Purchaser’s or Agent’s its interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as there is no default existsthen existing Lease Default (as defined below), nor Lender shall not, in the exercise of any event has occurred which has continued to exist for such period of time (after noticeright, if anyremedy, required or privilege granted by the Lease) as would entitle Security Document, or the lessor under the Lease other Loan Documents, or otherwise available to terminate the Lease Lender at law or would causein equity, without any further action on the part of such lessor, the termination disturb or otherwise interfere with Tenant's quiet enjoyment or possession of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or any of Tenant's other rights under the Lease be interfered with (including, but not limited to, Tenant's purchase option). As used in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor this Agreement a “Lease Default” means a default by Tenant under the Lease which was not cured during the applicable grace and cure periods provided for in the Lease, such that Landlord would have had such the right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under to terminate the Lease as a result of such default. Without limitation of the foregoing, and so long as no Lease Default then exists, Lender agrees that (i) Tenant will not be named as a party to or otherwise joined in any foreclosure or other enforcement proceeding instituted by Lender under the Loan Documents, unless such joinder is required by law as a condition to realize upon Lender's security interest in the property encumbered by the Security Document, and then only to the limited extent so required, but in no event shall any action be taken in such proceeding that seeks affirmative relief against Tenant or would violate or is inconsistent with the terms of this Agreement or Tenant's rights under the Lease; (ii) any sale or other transfer of the Premises, pursuant to foreclosure or any voluntary conveyance or other proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall foreclosure, will be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and all of Tenant's rights thereunder; and (iii) upon any sale or other transfer of the Premises the Lease will continue in full force and effect as a direct lease between Tenant and the Successor Landlord pursuant to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentSection 3 below.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued Notwithstanding anything to exist for such period of time (after noticethe contrary in this Lease, if anyan Encumbrance, other than any CC&R's, is created after the execution of this Lease, as a condition to the subordination of this Lease thereto under PARAGRAPH 27.A above, Landlord shall obtain from the Holder of such Encumbrance, other than CC&R's, a SNDA in a commercially reasonable form or in a form reasonably acceptable to Tenant. Without in any way limiting the type or form of SNDA that may be required by such Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as EXHIBIT F shall be reasonable. Only upon Landlord's delivery of a SNDA in the form of EXHIBIT F or in a commercially reasonable form or in a form reasonably acceptable to Tenant, shall this Lease be automatically subject and subordinate to such Encumbrance, other than CC&R's. Within fifteen (15) business days after full execution of this Lease, Landlord shall use reasonable efforts to provide Tenant with a SNDA in the form attached to this Lease as EXHIBIT F from each Holder of any Encumbrance in effect as of the date of this Lease, together with a side letter from Comerica Bank-California ("COMERICA SIDE LETTER") as would entitle confirming that the lessor existence of the "automatic subordination" language contained in PARAGRAPH 27.A above shall not (without the occurrence of some other act or event that constitutes a default by Tenant under the Lease to terminate or the SNDA with Comerica Bank-California) constitute a default by Tenant under this Lease or would causethe SNDA by and among Comerica Bank-California, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminatedLandlord and Tenant, nor shall such lessee’s use, possession language or enjoyment any subordination of Tenant's leasehold interest in accordance therewith invalidate or affect the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding nondisturbance obligation of Comerica Bank-California as set forth in the nature of foreclosure instituted under or in connection with SNDA by and among Comerica Bank-California, Landlord and Tenant. If Landlord fails to deliver the Mortgage or in required SNDA(s) and Comerica Side Letter within the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents15-day period, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been madethen, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the PropertyTenant's sole and exclusive remedy, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under this Lease by giving Landlord a written notice of termination within five (5) business days after expiration of such 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance and the Security Deposit. If Tenant does not exercise such termination right within such 5-business day period, then Tenant shall have no further right to terminate this Lease pursuant to this PARAGRAPH 27.C and Tenant shall have no other rights or remedies with respect to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLandlord's failure to deliver such SNDA(s) and/or Comerica Side Letter.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessorLandlord, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under be interfered with nor shall the leasehold estate granted by the Lease be interfered with affected in any other manner, in any exercise of the power of sale contained in the Security Deed, or by any foreclosure or other any action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in case the event that Agent Lender takes possession of the Property property described in the Security Deed pursuant to any provisions of the Mortgage or the Assignment of Rentsthereof, unless the lessor 82 under the Lease would have had such right if the Mortgage or the Assignment of Rents Security Deed had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding proceeding, and the successors and assigns thereof (hereinafter called the “"Purchaser”") nor Agent if Agent takes possession of the Property shall not be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to lessor under the Lease; or (cb) subject to any offsets or defenses which Tenant the lessee under the lease might have against any prior landlord (including lessor under the Landlord)Lease; or (dc) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (ed) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent; or (fe) except bound by any assignment or sublet permitted consent by any lessor under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, of the lessee's interest in the Lease made without Agent’s also obtaining Lender's prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender if Agent Lender takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consent; or (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent Lender shall have absolutely no obligation to perform any of Landlord’s 's construction covenants under the Lease, provided that if Agent Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentLender, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.

Non-Disturbance. So In the event of foreclosure of the Mortgage or conveyance in lieu of foreclosure, which foreclosure or conveyance occurs prior to the expiration of the term of the Lease, including any extensions and renewals of such term, and so long as no Tenant is not in default existsunder any of the terms, nor covenants and conditions of the Lease beyond any event has occurred which has continued applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (each being referred to exist for herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such period of time (after notice, if any, joinder shall be required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would causelaw, without any further action on the part of provided, however, such lessor, joinder shall not result in the termination of the Lease or would entitle such lessor to dispossess disturb the lessee thereunderTenant’s possession, the Lease shall not be terminated, nor shall such lessee’s use, possession quiet enjoyment or enjoyment use of the Leased Demised Premises or Tenant’s rights under the Lease be interfered with in any foreclosure or other action or proceeding in Lease, and the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession sale of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of in any such action or proceeding or deed in lieu and the exercise by Mortgagee of any such action or proceeding of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (hereinafter called subject to the “Purchaser”) nor Agent if Agent takes possession terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Property Lease (if any) shall not be (a) liable for binding on Mortgagee or Acquiring Party: any act option to purchase or omission any right of any prior landlord (including the Landlord); or (b) liable for or incur any obligation first refusal to purchase with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, and any provision regarding the payment use of any construction allowance pursuant to the Lease; insurance proceeds or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation condemnation proceeds with respect to any breach the Property which is inconsistent with the terms of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting useMortgage; provided, compliance with zoninghowever, Landlord’s titleif the Premises and Building are not restored following such casualty, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to Acquiring Party will be performed thereunder as lessor, it being acknowledged and agreed that bound by Tenant’s sole remedy termination rights set forth in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So long as no default existsIf, nor at any event has occurred which has continued to exist for such period time, Lender or any person or entity or any of time (after notice, if any, required by their successors or assigns who shall acquire the Lease) as would entitle the lessor interest of Landlord under the Lease through a foreclosure of the Security Instrument, the exercise of the power of sale under the Security Instrument, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a "New Owner") shall succeed to terminate the interests of Landlord under the Lease, so long as the Lease or would causeis then in full force and effect, without Tenant complies with this Agreement and no default after the giving of any further action required notice, and expiration of any applicable grace period, under the Lease (a "Default") on the part of such lessor, Tenant exists under the termination of the Lease or would entitle such lessor to dispossess the lessee thereunderLease, the Lease shall not be terminatedcontinue in full force and effect as a direct lease between the New Owner and Tenant, nor shall such lessee’s use, possession or enjoyment upon and subject to all of the Leased Premises or rights terms, covenants and conditions of the Lease, for the balance of the term thereof. Tenant hereby agrees to attorn to and accept any such New Owner as landlord under the Lease and to be interfered with in bound by and perform all of the obligations imposed by the Lease, and Lender, or any foreclosure or other action or proceeding in such New Owner of the nature of foreclosure instituted under or in connection with Property, agrees that it will not disturb the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions Tenant and will be bound by all of the Mortgage or obligations imposed on the Assignment of RentsLandlord by the Lease; provided, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had however, that any New Owner shall not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be be: (a) liable for any act or omission of any a prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect arising prior to the construction date upon which the New Owner shall succeed to the interests of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to Landlord under the Lease; or or (cb) subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) arising prior to the Landlord)date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or or (dc) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period in advance to any prior landlord (including the Landlord) for a period in excess of one calendar quarter or by any security deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (including Landlord), except to the extent that such New Owner actually comes into exclusive possession of the same; or or (ed) bound by any assignment (except as permitted by the Lease), surrender, release, waiver, cancellation, amendment or modification of the Lease, Lease made without Agent’s prior the written consentconsent of Lender which consent shall not be unreasonably withheld, conditioned or delayed by Lender; or (e) responsible for the making of any improvement to the Property or repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the Lease to make such repairs and shall have received insurance proceeds or condemnation awards sufficient to finance the completion of such repairs; or (f) obligated to make any payment to Tenant except any assignment or sublet permitted under for the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for timely return of any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentNew Owner.

Non-Disturbance. So Lender does hereby agree with Tenant that, in the event Lender succeeds to Landlord's interest in the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as no Tenant is not in default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate beyond any applicable cure period, (a) the Lease or would causeshall continue in full force and effect as a direct Lease between Lender and Tenant, without any further action on upon and subject to all of the part of such lessorterms, the termination covenants and conditions of the Lease or would entitle such lessor to dispossess (including, without limitations, Tenant's rights of first offer and rights of first refusal set forth in Sections 44 and 45 of the lessee thereunderLease), for the Lease balance of the term of the Lease, and Lender shall not be terminated, nor shall such lessee’s use, possession or enjoyment of disturb the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsTenant, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or and (b) liable for or incur any obligation with respect the Premises shall be subject to the construction Lease and Lender shall recognize Tenant as the tenant of the Property or any improvements Premises for the remainder of the Leased Premises or term of the PropertyLease in accordance with the provisions thereof; provided, includinghowever, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) that Lender shall not be: i. subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) unless Lender has received notice of the same and the condition or circumstance giving rise to any such claim, offset or defense under the Lease continues following the date on which Lender succeeds to the rights of Landlord in which event, Tenant shall have such rights, if any, against Lender only for the period of time subsequent to the date upon which Lender succeeds to the rights of Landlord); ii. liable for any act or omission of any prior landlord (including Landlord) unless Lender has received notice of the same and such act or omission under the Lease continues following the date on which Lender succeeds to the rights of Landlord in which event, Tenant shall have such rights, if any, against Lender only for the period of time subsequent to the date upon which Lender succeeds to the rights of Landlord; iii. liable to cure any default by any prior landlord (including Landlord) unless Lender has received notice of the same and such default under the Lease continues following the date on which Lender succeeds to the rights of Landlord, in which event, Tenant shall have such rights, if any, against Lender only for the period of time subsequent to the date upon which Lender succeeds to the rights of Landlord; or (d) iv. bound by any rent or additional rent which Tenant might have paid for more than the then current rental period one month in advance or any security deposit or other prepaid charge paid to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as unless transferred to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.Lender;

Non-Disturbance. So long A. In the event Mortgagee or any other Subsequent Owner comes into possession of or acquires title to the Real Estate or portion thereof either at or following a Foreclosure, Mortgagee agrees (which agreement shall be binding on all Subsequent Owners) that if, at such time, (a) the Lease has not expired or otherwise been earlier terminated in accordance with its terms, and (b) Tenant has not committed an Event of Default under the Lease which is still outstanding after expiration of all applicable cure periods, then Mortgagee and all Subsequent Owners shall recognize Tenant’s rights under the Lease, and, Tenant shall not be named a party in any Foreclosure action or proceedings, and Tenant shall not be disturbed in its right to lease and operate at the Leased Premises pursuant to the Lease. Notwithstanding the foregoing, if an Event of Default by Tenant occurs after the Foreclosure Date, the Subsequent Owner as no default existsof the date of such Event of Default shall have such remedies as are available to Landlord under the Lease, nor including termination of the Lease. A Subsequent Owner acquiring possession of or title to the Real Estate or portion thereof at or following a Foreclosure will not, with respect to acts or omissions of Landlord prior to the Foreclosure Date, be (i) liable for any event has occurred which has continued to exist action or omission of Landlord under the Lease; provided, however, that nothing herein shall relieve Mortgagee or any Subsequent Owner from liability for such actions or omissions which constitute continuing defaults under the Lease if Mortgagee or Subsequent Owner, as applicable, was given notice and an opportunity to cure such default(s), pursuant to Section 5 of this Agreement, prior to the Foreclosure Date, (ii) subject to any offsets, claims or defenses that Tenant might be entitled to assert against Landlord, provided, however, that the Mortgagee or Successor Owner, as applicable, shall be subject to any such offset, claim or defense if (and only if) the Mortgagee or Successor Owner, as applicable, received written notice from the Tenant, in accordance with Section 5 below, of the default which gave rise to such offset, claim or defense and was given the period of time to cure the same, as provided in Section 5 below, prior to the Foreclosure Date, (after notice, if any, required by the Leaseiii) as would entitle the lessor under the Lease to terminate the Lease or would cause, without liable for any further action on the part indemnification obligations of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor Landlord under the Lease as a result of any such action to matters occurring or proceeding or deed in lieu of any such action or proceeding (hereinafter called arising prior to the “Purchaser”) nor Agent if Agent takes possession Foreclosure Date, except to the extent that Mortgagee and/or Subsequent Owner, as applicable, had notice of the Property shall be (a) liable for any act or omission of any event giving rise to such indemnification obligation prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the PropertyForeclosure Date, including(iv) INTENTIONALLY OMITTED, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (dv) bound by any base rent, percentage rent or additional rent any other payments which Tenant might have paid for more than the then current rental period month to Landlord or to any prior landlord owner under the Lease, except to the extent actually paid over to Mortgagee, (including the Landlord); or (evi) bound by any material amendment or modification of the Lease, Lease made without AgentMortgagee’s prior written consent; , which consent shall not be unreasonably withheld, conditioned or delayed, (fvii) except bound by any consent by Landlord under the Lease to any assignment or sublet permitted under sublease of Tenant’s interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agentalso obtaining Mortgagee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) Mortgagee’s prior written consent shall not be required for an assignment or sublease that does not require Landlord’s consent pursuant to the terms of the Lease, and (B) if Mortgagee does not respond to Tenant’s request for consent within thirty (30) days of receipt of such request, then such consent to assignment or sublease, as applicable, shall be presumed to have been given; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (jviii) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessorlessor or landlord, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against PurchaserLandlord’s or AgentMortgagee’s interest in the PropertyReal Estate, (ix) liable for or deemed to incur any obligation with respect to any breach of warranties or representations of any nature of Landlord under the Lease or otherwise, including, without limitation, any warranties or representations of Landlord respecting use, compliance with zoning, Landlord’s authority, habitability or fitness for any purpose or presence or absence of hazardous materials or substances, including petroleum products, (x) liable for any consequential or other damages which may have been incurred by Tenant by reason of any breach of obligations to be performed by Landlord, except as expressly set forth in this Agreement, or (xi) liable for any leasing commissions, the triggering event for which arose prior to the date Mortgagee or any Subsequent Owner succeeded to Landlord’s interest. With respect to any action which requires the consent of the Mortgagee in accordance with the terms of this Agreement, or if the Tenant is required hereunder to seek, or desires to seek, the approval of the Mortgagee prior to undertaking a particular action or course of conduct, the Tenant shall provide Mortgagee with written notice, in accordance with the terms of Section 7 of this Agreement, of any such request for such consent, accompanied by such detailed background information and explanations as may be reasonably necessary to determine whether to approve or disapprove such action or course of conduct. Tenant shall be required to include in any such notice, printed in capital letters or boldface type, a legend substantially to the following effect: “THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE. ANY FAILURE TO RESPOND WITHIN THIRTY (30) DAYS FROM THE RECEIPT OF THIS COMMUNICATION SHALL CONSTITUTE A DEEMED APPROVAL BY THE ADDRESSEE OF THE ACTION OR COURSE OF CONDUCT REQUESTED BY THE TENANT AND RECITED ABOVE.” If the foregoing legend is included by the Tenant in its communications, and if the Mortgagee fails to respond (which response need be neither a statement of consent nor a refusal of consent) to the Tenant within ten (10) days of Mortgagee’s receipt of such notice, then the Mortgagee shall be deemed to have consented to such proposed action or course of conduct for all purposes hereunder. B. Notwithstanding anything contained herein to be the contrary, Agent if Mortgagee or any Subsequent Owner succeeds to Landlord’s interests under the Lease after the Commencement Date, as defined in the Lease, such party shall have absolutely no obligation to perform any leasehold improvements or other construction obligations in the Property on the part of Landlord’s construction covenants Landlord to have been performed, other than any ongoing maintenance and repair obligations as to a completed structure which are required to be performed by the Landlord under the terms of the Lease or to restore the Premises after a casualty or taking (to the extent required under the Lease), provided unless the Tenant, within five (5) business days of receiving notice from the Mortgagee or Subsequent Owner, as applicable, that if Agent shall not perform such covenants in Mortgagee or Successor Owner is exercising its rights of Foreclosure with respect to the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentProperty, then Tenant shall have delivered written notice to the right Mortgagee or Subsequent Owner specifying the leasehold improvements or other construction obligations which the Landlord was to terminate its obligations under have performed at the Property pursuant to the Lease and to pursue any and all legal remedies it may have against but which were not performed by the Landlord and any third parties other than Agentas of the date of such notice.

Non-Disturbance. So long Notwithstanding the provisions of Section A of this Article 7 to the contrary, Landlord agrees that it shall obtain from the holder of the Mortgage currently encumbering the Real Property, a subordination, non-disturbance and attornment agreement in favor of Tenant in the form generally used by the holder of such Mortgage within thirty (30) days following Tenant's execution and delivery of the same. In addition, provided this Lease shall be in full force and effect and Tenant shall not be in default hereunder beyond applicable notice and grace periods, Landlord shall secure from the holder of any future Mortgage any the lessor of any future Superior Lease intended to be superior to the interest of Tenant hereunder an agreement either (i) substantially in the form annexed hereto as no default exists, nor any event has occurred which has continued to exist for Exhibit 2 (with such period of time (after notice, if any, changes thereto as may be reasonably required by the Leasefuture lender or lessor in accordance with customary lending or real estate practices) as would entitle the or, (ii) if a substantially different form, then in a form which is reasonably acceptable to Tenant. Tenant covenants and agrees to execute and deliver any such agreement from a future lender or lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination within ten (10) business days following Tenant's receipt of the Lease or would entitle such lessor to dispossess the lessee thereundersame, the failing which this Lease shall not be terminated, nor shall deemed subordinate to any such lessee’s use, possession future Mortgage or enjoyment future Superior Lease pursuant to the terms of subsection A of this Article 7. In the Leased Premises or rights under event the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or fees incurred by Landlord in connection with obtaining any subordination, non-disturbance and attornment agreement exceeds the Mortgage or in amount of $10,000.00, Tenant agrees to equally share the event that Agent takes possession balance of the Property pursuant to any provisions of the Mortgage or the Assignment of Rentssuch fees with Landlord, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease payable as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord hereunder within ten (including the Landlord); or (e10) bound by any amendment or modification business days following Tenant's receipt of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentan invoice therefor.

Non-Disturbance. So long as no default existsIf, nor at any event has occurred which has continued to exist for such period time, Lender or any person or entity or any of time (after notice, if any, required by their successors or assigns who shall acquire the Lease) as would entitle the lessor interest of Landlord under the Lease through a foreclosure of the Security Instrument, the exercise of the power of sale under the Security Instrument, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a "New Owner") shall succeed to terminate the interests of Landlord under the Lease, so long as the Lease is then in full force and effect, Tenant complies with this Agreement and this Lease has not been terminated due to any default or event that, with the passage of time or giving of notice, or both, would causeconstitute a default (collectively, without any further action a "Default") on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunderTenant, the Lease shall not be terminatedcontinue in full force and effect as a direct lease between the New Owner and Tenant, nor shall such lessee’s use, possession or enjoyment upon and subject to all of the Leased Premises or rights terms, covenants and conditions of the Lease, for the balance of the term thereof. Tenant hereby agrees to attorn to and accept any such New Owner as landlord under the Lease and to be interfered with in bound by and perform all of the obligations imposed by the Lease, and Lender, or any foreclosure or other action or proceeding in such New Owner of the nature of foreclosure instituted under or in connection with Property, agrees that it will not disturb the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions Tenant and will be bound by all of the Mortgage or obligations imposed on the Assignment of RentsLandlord by the Lease; provided, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had however, that any New Owner shall not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be be: (a) liable for any act or omission of any a prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect arising prior to the construction date upon which the New Owner shall succeed to the interests of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to Landlord under the Lease; or or (cb) subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) arising prior to the Landlord)date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or or (dc) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period in advance to any prior landlord (including the Landlord) for a period in excess of one (1) month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (including Landlord), except to the extent that such New Owner actually comes into exclusive possession of the same; or (d) bound by any assignment (except as permitted by the Lease), surrender, release, waiver, cancellation, Material amendment or Material modification of the Lease (Material defined below), made without the written consent of Lender, which consent shall not be unreasonably withheld and shall be deemed given if Lender fails to respond to in writing within fifteen (15) business days following Lender’s receipt of a written request for such consent; (e) bound responsible for the making of any improvement to the Property or repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the Lease to make such repairs and shall have received insurance proceeds or condemnation awards sufficient to finance the completion of such repairs; or (f) obligated to make any payment to Tenant except for the timely return of any security deposit actually received by such New Owner. For purposes of this Agreement, the term “Material” means any amendment or modification of the Lease, made without Agent’s prior written consentLease which does any one or more of the following: (i) reduces the rent (whether base rent or additional rent payable by Tenant); (fii) except reduces the term of the Lease; or (iii) imposes any assignment material financial or sublet permitted under construction obligation on landlord (including Landlord or New Owner) which is not set forth in the Lease as to which (including, without limitation, Landlord’s consent is not requiredmaintenance, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation repair and/or replacement obligations with respect to the Property and the Premises). Nothing contained herein shall prevent Lender from naming or joining Tenant in any breach foreclosure or other action or proceeding initiated by Lender pursuant to the Security Instrument to the extent necessary under applicable law in order for Lender to avail itself of warranties and complete the foreclosure or representations other remedy, but such naming or joinder shall not be in derogation of the rights of Tenant as set forth in this Agreement. If Lender joins Tenant in such action, Landlord, by executing this Agreement, agrees to indemnify, defend and hold Tenant harmless from and against any nature under the Lease loss, cost or otherwise expense incurred or suffered by Tenant, including without limitation any warranties limitation, reasonable attorneys’ fees and court costs, in being made a party to or representations respecting usearising from such action, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, which indemnity shall survive termination or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event expiration of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentthis Agreement.

Non-Disturbance. So long as no default exists, nor (a) If Lender acquires any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease Property or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease Pledged Collateral as a result of any such action or proceeding or deed in lieu Xxxxxx’s exercise of any such action or proceeding remedies under the Loan Documents, Lender shall (hereinafter called the “Purchaser”i) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation fully perform Borrower’s obligations with respect to the construction of the such Property or any improvements Pledged Collateral under this Agreement and the Transaction Documents in the same manner and to the same extent Borrower would have been required to perform them, (ii) take no action that would prevent or be inconsistent with Builder’s exercise of its rights under this Agreement and the Leased Premises or the PropertyTransaction Documents, including, without limitation, Builder’s right to acquire the Property pursuant to the Option Agreement, and (iii) if requested by Builder, (A) execute any Property-related documents that are to be signed by a Borrower (e.g., final plat(s)), (B) release any Mortgage or Pledge with respect to any common areas or streets created or dedicated in connection with the development of the Property, and (C) subordinate any Mortgage or Pledge to any easement or declaration granted or created in connection with the development of the Property. (b) Upon the consummation of a Closing (as defined in the Option Agreement) with respect to any Property constituting all or any portion of a Homesite (as defined in the Option Agreement) in accordance with the terms of the Option Agreement and the payment of the purchase price required under the Option Agreement by Builder (or Lender on behalf of Builder), the estate granted by the Mortgage with respect to such portion of the Property with respect to such Homesite only (but, for the avoidance of doubt, not including any construction allowance pursuant portion of the Property that was not subject to such Closing) shall automatically and without the Lease; need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at Xxxxxx’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release of the Mortgage (and any liens and security interests created by the Mortgage). Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentence. (c) subject Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial or non-judicial) with respect to a Mortgage or Pledge. Within [10] business days after the commencement of any offsets or defenses which Tenant might have against any prior landlord such foreclosure, Lender shall send a notice to Builder (including a “Purchase Option Notice”) granting to Builder the Landlordright to purchase the Indebtedness upon, and for no consideration other than, payment of all amounts due and owing by Borrower under such Indebtedness (the “Loan Purchase Price”); or . The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) bound If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any rent or additional rent which Tenant might have paid for more than action with respect to such proceeding that would adversely affect (i) Builder’s rights under this Agreement, (ii) in any material respect Builder’s rights under the then current rental period to any prior landlord (including the Landlord); Transaction Documents, or (eiii) bound by Builder’s right to assert a claim as a creditor or interested party in any amendment bankruptcy, reorganization or modification of the Leaseinsolvency case or proceedings affecting Borrower, made in each case, without AgentBuilder’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So Landlord represents that the demised premises are not subject to a mortgage, security interest or other encumbrance. In the event the Landlord sells, assigns, mortgages, encumbers, hypothecates or otherwise transfers (a "Transfer") the demised premises, Landlord will execute 30 days prior to such transfer, with 15 days written notice to tenant prior to execution, a non-Disturbance agreement with the holdover of such interest in the following form and substance: If, at any time, the holder of an interest in the demised premises ("Lender") or any person or entity or any of their successors or assigns who shall acquire the interest of the Landlord under the lease through a foreclosure of a security instrument, the exercise of power of sale under a security instrument, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or through a Transfer, as the term is defined above, or otherwise (each a "New Owner") shall succeed to the interests of Landlord under the Lease, so long as no 1) the Lease is then in full force and effect, 2) Tenant complies with this Agreement and is not in default existswhich cannot be cured, nor and 3) the Lease shall continue in full force and effect as a direct lease between the New Owner and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term thereof. Tenant hereby agrees to atorn and accept any event has occurred which has continued such New Owner as landlord under the Lease and to exist for such period be bound by and perform all of time (after notice, if any, required the obligations imposed by the Lease) as would entitle , and Lender, or any such New Owner of the lessor under Property, agrees that it will not disturb the Lease to terminate possession of Tenant and will be bound by all of the Lease or would cause, without any further action obligations imposed on the part of such lessor, Landlord by the termination of the Lease Lease. Nothing contained herein shall prevent Lender from naming or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with joining Tenant in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance initiated by Lender pursuant to the Lease; Security Instrument to the extent necessary under applicable law in order for Lender to avail itself of and complete the foreclosure or (c) subject to any offsets other remedy, but such naming or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification joinder shall not be in derogation of the Leaserights of Tenant as set forth in this Agreement. RENAISSANCE ACQUISITIONS, made without Agent’s prior written consent; LLC, By: /s/ Kennxxx Xxxxxx --------------------------- Kennxxx Xxxxxx, REAL MEDIA, INC., By: /s/ Mark Xxxxxxx --------------------------- Mark Xxxxxxx, 28 ADDENDUM TO LEASE DATED FEBRUARY 1, 1999 BETWEEN RENAISSANCE ACQUISITIONS LLC (fHEREINAFTER "LANDLORD") except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not requiredAND REAL MEDIA, bound by any assignment or subletINC., made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.HEREINAFTER "TENANT")

Non-Disturbance. So long as no Tenant is not in default existsunder any of the terms, nor covenants or conditions of the Lease (after notice, if any, required by the Lease, and the expiration of any event has occurred applicable cure period) which default has continued to exist for such period of time (after notice, if any, required by the Lease, and the expiration of any applicable cure period) as would entitle the lessor under the Lease Landlord to terminate the Lease or would cause, without any further action on the part of such lessorLandlord, the termination of the Lease or would entitle such lessor Landlord to dispossess the lessee Tenant thereunder, (i) all of Landlord’s interests as landlord under the Lease shall be deemed automatically assigned, transferred, and conveyed to Fee Owner, and the Lease and all terms therein and rights of Tenant thereunder shall continue in full force and effect as a direct lease between Fee Owner and Tenant and shall not be altered, terminated, disaffirmed or disturbed (ii) the Fee Owner (or its successor) will not name or join Tenant as a party defendant or otherwise in any suit, action or proceeding, nor shall such lessee’s useterminate the Lease and, Fee Owner agrees for itself and its successors in interest that XX 000000000x0 Tenant's possession or enjoyment of the Leased Premises or as described in the Lease and Tenant's other rights under the Lease will not be interfered with in any foreclosure or other action or proceeding in disturbed during the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification term of the Lease, made without Agent’s prior written consent; (f) except including any assignment or sublet permitted under extensions thereof exercised pursuant to the terms of the Lease as (iii) Fee Owner (or its successor) will recognize and abide by the provisions of the Lease and Tenant's rights thereunder, notwithstanding any other provisions in the Ground Lease, and (iv) any action by Fee Owner to which Landlord’s consent is enforce the Ground Lease by reason of a default thereunder will not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under terminate the Lease or otherwise including without limitation any warranties invalidate or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event constitute a breach of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentterms thereof.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued This Lease Agreement shall be subordinate and subject to exist for such period of time (after notice, if any, required by all ground or underlying leases and mortgages covering the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination fee of the Lease property, or would entitle such lessor which at any time thereafter affect the property, and to dispossess the lessee thereunderall renewals, the Lease shall not be terminatedmodifications, nor shall such lessee’s useor replacements thereof; provided, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event however, that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting useground lease agreement, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purposeunderlying lease agreement, or possession; (i) liable for consequential damages; mortgage subsequent to the date of this Lease Agreement, such subordination shall not be effective unless and until Landlord shall obtain from any and all such ground lessors, underlying lessors, and/or lenders a written agreement with Tenant wherein any and all such ground lessors, underlying lessors, and/or lenders shall agree that this Lease Agreement shall not be divested or (j) personally liable for in any way affected by foreclosure, other default proceedings, or other succession in interest by or under the Lease or any covenant ground lease agreement, lease agreement mortgage, or obligation on its part to be performed thereunder secured thereby, so long as lessorTenant complies with the terms, it being acknowledged conditions, and agreed that Tenant’s sole remedy in the event covenants of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof this Lease Agreement and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate performs its obligations under this Lease Agreement (said agreement being referred to herein as a "Non-Disturbance Agreement"). If Landlord shall so fail to obtain a Non-Disturbance Agreement from any ground lessor, holder of any mortgage, or underlying lessor, then the parties recognize that this Lease Agreement shall be and remain superior to pursue any and all legal remedies it may have against such ground lease agreement, underlying lease agreement, and/or mortgage entered into or executed subsequent to the date of this Lease Agreement. Landlord and Xxxxxx agree that the terms, conditions, and covenants contained herein shall not be altered or affected by subsequent change in ownership of the Shopping Center building by reason of foreclosure, conveyance, or otherwise. Any document purporting to transfer ownership in the building, whether presently in existence or not, shall be subordinate to this Lease Agreement, and subject to the terms, obligations, and covenants herein. In the event that a change of ownership in the building results in any third parties other than Agentadditional costs to Tenant by material alteration of the terms of this Lease Agreement, Xxxxxxxx agrees to indemnify Tenant for such costs.

Non-Disturbance. So With respect to Encumbrances entered into by Landlord after the execution of this Lease, Landlord shall use reasonable, good faith efforts to receive a commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Mortgagee which Non-Disturbance Agreement provides that Tenant’s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as no Tenant is not in default existshereof and attorns to the record owner of the Premises. Tenant acknowledges that the Non-Disturbance Agreement may contain the limitations on liability of the succeeding owner set forth in Section 20.2 above, nor any event has occurred which has continued to exist for and will be in the form that the Mortgagee typically provides tenants such period as Tenant, taking into account the terms of time (after notice, if any, required by the this Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination creditworthiness of the Tenant and such criteria as its Mortgagee customarily applies. Such Non-Disturbance Agreement may provide, among other things, that (i) such Mortgagee shall be entitled to receive notice of any Landlord default under this Lease or would entitle plus a reasonable opportunity to cure such lessor to dispossess the lessee thereunder, the Lease default; (ii) such Mortgagee shall not be terminatedbound by any modification or amendment to this Lease, nor or any cancellation or surrender of this Lease, without such Mortgagee’s consent, (iii) such Mortgagee shall such lessee’s use, possession or enjoyment of the Leased Premises or rights not be bound by any obligation under the this Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless Construction Rider (if any) to perform or pay for any improvements to the lessor under the Lease would have had Premises; and (iv) such right if the Mortgage Mortgagee or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property successor landlord shall be not: (a) be liable for any act or omission of any prior landlord (including the Landlord)or with respect to events occurring prior to acquisition of ownership; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) be subject to any offsets or defenses which Tenant might have against any prior landlord landlord; (including the Landlord); c) be bound by prepayment of more than one month’s rent, or (d) bound by be liable for the return of any rent or additional rent which Tenant might have security deposit paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Propertylandlord. Notwithstanding anything contained herein to be contrary, Agent Landlord shall have absolutely no obligation to perform negotiate the terms of the Non-Disturbance Agreement on Tenant’s behalf, or to incur any of Landlord’s construction covenants under legal fees or other out-of-pocket expenses in obtaining the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentNon-Disturbance Agreement.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued Notwithstanding anything to exist for such period of time (after noticethe contrary in this Lease, if anyan Encumbrance, other than any CC&R’s, is created after the execution of this Lease, as a condition to the subordination of this Lease thereto under PARAGRAPH 27.A above, Landlord shall obtain from the Holder of such Encumbrance, other than CC&R’s, a SNDA in a commercially reasonable form or in a form reasonably acceptable to Tenant. Without in any way limiting the type or form of SNDA that may be required by such Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as EXHIBIT F shall be reasonable. Only upon Landlord’s delivery of a SNDA in the form of EXHIBIT F or in a commercially reasonable form or in a form reasonably acceptable to Tenant, shall this Lease be automatically subject and subordinate to such Encumbrance, other than CC&R’s. Within fifteen (15) business days after full execution of this Lease, Landlord shall use reasonable efforts to provide Tenant with a SNDA in the form attached to this Lease as EXHIBIT F from each Holder of any Encumbrance in effect as of the date of this Lease, together with a side letter from Comerica Bank-California (“COMERICA SIDE LETTER”) as would entitle confirming that the lessor existence of the “automatic subordination” language contained in PARAGRAPH 27.A above shall not (without the occurrence of some other act or event that constitutes a default by Tenant under the Lease to terminate or the SNDA with Comerica Bank-California) constitute a default by Tenant under this Lease or would causethe SNDA by and among Comerica Bank-California, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminatedLandlord and Tenant, nor shall such lesseelanguage or any subordination of Tenant’s use, possession leasehold interest in accordance therewith invalidate or enjoyment affect the nondisturbance obligation of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding Comerica Bank-California as set forth in the nature of foreclosure instituted under or in connection with SNDA by and among Comerica Bank-California, Landlord and Tenant. If Landlord fails to deliver the Mortgage or in required SNDA(s) and Comerica Side Letter within the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents15-day period, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been madethen, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contraryand exclusive remedy, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under this Lease by giving Landlord a written notice of termination within five (5) business days after expiration of such 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance and the Security Deposit. If Tenant does not exercise such termination right within such 5-business day period, then Tenant shall have no further right to terminate this Lease pursuant to this PARAGRAPH 27.C and Tenant shall have no other rights or remedies with respect to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLandlord’s failure to deliver such SNDA(s) and/or Comerica Side Letter.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued If Tenant delivers a Sublease to exist for such period of time the City and requests that the City enter into a non-disturbance and attornment agreement (after notice, if any, required by a "Non-Disturbance Agreement") with the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee Subtenant thereunder, the Lease City shall not have no obligation to do so but may do so, in its sole and absolute discretion, and subject to such conditions and limitations as the City may require, in its sole and absolute discretion. In no event shall the foregoing be terminateddeemed to obligate the City to enter into a non- disturbance and attornment agreement with respect to any Subtenant. Notwithstanding the foregoing, nor shall the City shall, if so requested, enter into a Non-Disturbance Agreement with each non-residential subtenant for Subleases of at least square feet of rentable floor area if such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding agreement is substantially in the nature form attached hereto as Exhibit H. If any Subtenant requires a Non- Disturbance Agreement in a form substantially different from the form attached hereto as Exhibit H and the City agrees to negotiate such a different form with such Subtenant and agrees not to unreasonably withhold, condition or delay its agreement to any other commercially reasonable form of foreclosure instituted under or Non-Disturbance Agreement and, then Tenant shall reimburse the City, as Additional Rent, for all attorneys' fees and expenses incurred by the City in connection with the Mortgage preparation, review and negotiation of such a Non-Disturbance Agreement (up to a maximum amount of $2,500.00 per Non-Disturbance Agreement), regardless of whether or not such a Non-Disturbance Agreement is finalized, which payment shall be due and payable to the City within thirty (30) days after it submits an invoice therefor to Tenant. The amount set forth in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property preceding sentence shall be adjusted by the cumulative increase (abut not decrease) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.Index every five (5)

Non-Disturbance. So long The Lease and all rights of Tenant hereunder are and shall be subject and subordinate to the lien and security title of any Mortgage (as no default exists, nor any event has occurred which has continued hereinafter defined) presently existing or hereafter encumbering the Building provided that the holder of said Mortgage agrees not to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lesseedisturb Tenant’s use, possession or enjoyment of the Leased Premises so long as Tenant is not in default hereunder, as evidenced by a subordination, non-disturbance agreement signed by said holder. Promptly following Xxxxxxxx’s request, Xxxxxx shall execute such a subordination and non-disturbance agreement. For purposes of this Lease, “Mortgage” shall mean any or rights under the Lease be interfered with in any foreclosure all mortgages, deeds to secure debt, deeds of trust or other action or proceeding instruments in the nature thereof, and any amendments, modifications, extensions or renewals thereof. Within ten (10) days following receipt of foreclosure instituted under a written request from Landlord, Tenant shall execute and deliver to Landlord an estoppel certificate in such form as Landlord may reasonably request certifying (i) that this Lease is in full force and effect and unmodified or in connection with stating the Mortgage nature of any modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenant’s knowledge, any uncured defaults or in specifying such defaults if any are claimed, and (iv) any other matters or state of facts reasonably required respecting the event Lease, it being intended that Agent takes possession any such statement delivered pursuant hereto may be relied upon by Landlord and by any purchaser or mortgagee of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements Building. No owner of the Leased Premises Premises, whether or not named herein, shall have liability hereunder after it ceases to hold title to the Property, including, without limitationLeased Premises. Landlord represents and warrants that as of the date of this Ninth Amendment, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent Building is not required, bound encumbered by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentMortgage.

Non-Disturbance. 2.1 So long as no Tenant is not in default existsunder any of the material terms, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease covenants or would cause, without any further action on the part of such lessor, the termination conditions of the Lease or would entitle (beyond any period provided to Tenant to cure such lessor to dispossess default by the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment terms of the Leased Premises or Lease), Tenant's rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes and possession of the Property pursuant to Premises thereunder shall not be affected or disturbed by Lender in the exercise of any provisions of its rights or remedies under the Loan Documents. 2.2 Upon foreclosure of the Mortgage or the Assignment granting of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of foreclosure or the exercise of any other remedy available to Lender under the Loan Documents or applicable law pursuant to which Lender or any purchaser at a foreclosure sale or trustee's sale (the “Successor Landlord”) succeeds to some or all of the interest of Landlord as the owner of the Premises, the Lease (including all renewal and other options contained therein) shall continue in full force and effect as though the default giving rise to such action had not occurred. The Successor Landlord proceeding shall recognize all of the rights and interest of Tenant under the Lease and shall perform all of the duties and responsibilities of the Landlord under the Lease for so long as it holds title to or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property shall be (a) liable for Premises with the same force and effect and with the same priority in right as if the Lease were directly made between Lender and Tenant, so long as Tenant is not in default of a material term thereunder beyond any act applicable cure period available to Tenant by law, in equity or omission of any prior landlord (including by the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification terms of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted . Upon foreclosure under the Lease as to which Landlord’s consent is not required, bound by any assignment Loan Documents or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach the granting of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or a deed in lieu thereof and within a reasonable time following taking receipt by Tenant of possession by Agentnotice of the Successor Landlord’s interest, then Tenant shall have attorn to and recognize the right Successor Landlord to terminate its obligations the same extent and with the same force as if the Successor Landlord were the landlord under the Lease and shall be bound by and perform all of the obligations imposed upon Tenant under the Lease. Tenant's attornment hereunder shall be effective and self-operative without the execution of any other instruments on the part of any party and shall be effective concurrently with such owner's acquisition of leasehold title to pursue the Premises. Landlord hereby irrevocably authorizes Tenant to make payment of rent to the Successor Landlord upon receipt of the aforementioned notice and waives any claims against Tenant for following any such demand received from the Successor Landlord. 2.3 Lender shall not include Tenant in any foreclosure proceeding involving the Premises unless required to comply with the procedural requirements of applicable law and all legal remedies it may have against Landlord not to terminate Tenant's rights and any third parties other than Agentinterests under the Lease.

Non-Disturbance. So Landlord agrees that so long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required all rent and other sums payable by the Lease) as would entitle the lessor Borrower under the Lease to are paid, including payment within any cure period permitted herein or under the Lease and Lender shall have cured or shall promptly commence and diligently pursue curing any other default by Borrower under the Lease which is reasonably capable of cure by Lender, then Landlord shall not terminate the Lease or would cause, without disturb Borrower’s or Lender’s use and possession thereof and any further action on the part notice of such lessor, the termination delivered by Landlord in violation of the Lease or would entitle foregoing shall be null and void. Landlord understands and agrees that Lender may, during such lessor to dispossess period as Lender is paying the lessee thereunderrent under the Lease, the Lease shall not be terminated, nor shall such lessee’s use, take possession or enjoyment of the Leased Premises or rights and/or commence such proceedings as Lender shall elect to foreclose, acquire and/or sell Borrower’s interest in the Lease subject to the provisions of Paragraph 12 hereof, and that any such action shall not affect Landlord’s agreements contained herein, provided Lender complies with all of the terms and obligations under the Lease be interfered with in any after receipt of all notices of default and applicable grace periods. Upon acquisition of the Borrower’s interest under the Lease, Lender or the other purchaser at foreclosure or other action or proceeding assignee of an assignment in the nature lieu of foreclosure instituted under or in connection with shall be the Mortgage or in the event that Agent takes possession tenant of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor Leased Premises under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property and shall be (a) liable for accepted by the Landlord as such, provided that it then promptly and diligently cures any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation outstanding defaults with respect to the construction of the Property or any improvements of the Leased Premises which are reasonably capable of cure. No foreclosure or other actions by Lender against the Property, including, without limitation, Borrower shall release or otherwise affect any rights or remedies the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might Landlord may have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants Borrower under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. So The Agent, for itself and its successors and assigns, --------------- for any purchaser at a foreclosure sale under the Mortgage, for any transferee who acquires the Property by deed in lieu of foreclosure or otherwise, and for the successors and assign of such purchaser and transferee (herein, the Agent and each such other party is called a "New Landlord"), hereby covenants and agrees with Tenant that if the Agent or other New Landlord shall commence any proceedings to foreclose the Mortgage for any reason whatsoever or shall succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, provided Tenant is not then in default (after expiration of any applicable grace period) under the Lease, and so long as no Tenant is not in default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by expiration of any applicable grace period) under the Lease, that: (a) Tenant shall not be named as would entitle a party defendant in any foreclosure action unless Tenant is deemed to be a necessary party; (b) subject to the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessornext succeeding grammatical paragraph, the termination Lease, in accordance with its terms, shall remain in full force and effect as direct indenture or lease between the Agent, or such other New Landlord (as the case may be), and Tenant, with the same force and effect as if originally entered into with the Agent, or such other New Landlord (as the case may be); and (c) Tenant's possession of the Lease or would entitle such lessor to dispossess the lessee thereunder, Premises and Tenant's rights and privileges under the Lease shall not be terminateddiminished, nor shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any or disturbed by such Agent or such other New Landlord by such foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of by any such action attempt to foreclose or proceeding or to succeed to the interests of Landlord by foreclosure, deed in lieu thereof or otherwise. If the Agent or any other New Landlord shall succeed to the Interest of any such action or proceeding (hereinafter called Landlord under the “Purchaser”) nor Agent if Agent takes possession of the Property shall be Lease, Tenant agrees as follows: (a) The Agent or such other New Landlord shall not be: (i) subject to any credits, offsets, defenses, claims or counterclaims which Tenant might have against any prior landlord (including Landlord); (ii) bound by any rent or additional rent which Tenant shall have paid more than one (1) month in advance to any prior landlord (including Landlord); or (iii) bound by any covenant to undertake or complete any improvement to the Premises or the Property. (b) No New Landlord (including, without limitation, Agent) shall be liable for for: (i) any act or omission of any prior landlord (including the Landlord); or (bii) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit made by Tenant to the LeaseLandlord unless such New Landlord shall have actually received such security deposit from Landlord; or (iii) any payment to Tenant of any sums, or the granting to Tenant of any credit, in the nature of a contribution towards the cost of preparing, furnishing or moving into the Premises or any portion thereof; and (c) subject Tenant shall look solely to the Property for recovery of any offsets judgment or defenses which Tenant might damages from the Agent or such other New Landlord, and neither the Agent, such other New Landlord, any partner, officer, director, shareholder or agent of them or any successor or assign of any of the foregoing shall have against any prior landlord (including personal liability, directly or indirectly, under or in connection with the Landlord); Lease or (d) bound by any rent this Agreement or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Leaseamendments to either thereof made at any time or times, made without Agent’s prior written consent; (f) except any assignment heretofore or sublet permitted under the Lease as to which Landlord’s consent is not requiredhereafter, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof Tenant hereby forever and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease irrevocably waives and to pursue releases any and all legal remedies it may have against such personal liability. The limitation of liability provided in this paragraph is in addition to, and not in limitation of, any limitation on liability applicable to the Agent or such other New Landlord and provided by law or by any third parties other than Agentcontract, agreement or instrument.

Non-Disturbance. So long as no default existsLandlord agrees to use commercially reasonable efforts to obtain a Subordination, nor Non-Disturbance and Attornment Agreement from any event has occurred future groundlessor, mortgagee or deed of trust holder for the Buildings in a form to be negotiated between Landlord, Tenant and the applicable mortgagee or deed of trust holder, approval of which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease Tenant and Landlord shall not be terminatedunreasonably withheld, nor conditioned or delayed ("SNDA"), providing, inter alia, that as long as Tenant is not in Default hereunder, Tenant's right of possession and other leasehold rights shall such lessee’s use, possession or enjoyment of the Leased Premises or rights under the Lease not be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or disturbed in the event of a foreclosure of such groundlease, mortgage or deed of trust which Tenant agrees to execute and deliver to such groundlessor, mortgagee or deed of trust holder; and upon obtaining same, Tenant agrees to promptly execute and deliver such SNDA to Landlord. In the event any future groundlessor or lienholder does not provide such an SNDA for Tenant, provided that Agent takes possession Tenant has attempted in good faith to negotiate an acceptable form of SNDA with the applicable mortgagee or deed of trust holder, Tenant shall have no obligation to subordinate its leasehold interest to such groundlease or lien instrument. In addition, within thirty (30) days of the Property date hereof (i) Landlord shall obtain an SNDA which is consistent with the provisions of this Section 25.2 from Landlord's present lenders, and if Landlord obtains same, Tenant shall promptly execute and deliver such SNDA to Landlord, and (ii) Landlord shall obtain the agreement of those parties (the "Optionees") which have been granted an option to purchase the Project pursuant to any provisions that certain Option Agreement, a Memorandum of which is recorded among the Mortgage land records of Fairfax County, Virginia in Deed Book 9730, page 947, and from those parties identified as the beneficiaries (collectively, "Beneficiary") under that certain Deed of Trust recorded among the Land Records of Fairfax County, Virginia in Deed Book 9730, page 953, to recognize this Lease and the rights of Tenant hereunder, and acknowledging that title to the Project, if conveyed to the Optionees or the Assignment of Rents, unless the lessor under the Lease would have had their designee or Beneficiary pursuant to such right if the Mortgage or the Assignment of Rents had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding option or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property trust, shall be conveyed subject to this Lease and the rights of Tenant hereunder. In addition to the foregoing, (a) liable for any act the SNDA to be provided by Optionee and Beneficiary shall require Optionee or omission Beneficiary, as applicable, to assume the obligations of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the PropertyLandlord hereunder, including, without limitation, the payment of any construction allowance pursuant those arising prior to the Lease; or date it takes title to the Project, and (cb) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent; (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part SNDA to be performed thereunder obtained from Optionee and Beneficiary shall recognize the specific offset rights of Tenant as lessor, it being acknowledged and agreed that Tenant’s sole remedy set forth in the event Section C.2.(c) of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentExhibit C attached hereto.

Non-Disturbance. So long as no Tenant complies with this Agreement and is not in default existsunder any of the terms, nor any event has occurred which has continued to exist for such period covenants, or conditions of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s use, possession or enjoyment of continue in full force and effect as a direct lease between the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession succeeding owner of the Property pursuant and Tenant, upon and subject to any provisions all of the Mortgage or terms, covenants and conditions of the Assignment Lease, except as otherwise set forth herein, for the balance of Rents, unless the lessor term of the Lease. Tenant hereby agrees to adhere to and accept any such successor owner as landlord under the Lease would have had Lease, and to be bound by and perform all of the obligations imposed by the Lease, and Lender, or any such right if successor owner of the Mortgage or Property, will not disturb the Assignment possession of Rents had not been madeTenant, and will be bound by all of the obligations imposed on the Landlord by the Lease, except as otherwise set forth herein; provided however, that neither the person Lender, or entity acquiring the interest of the lessor under the Lease as any purchaser at a result of sheriff’s sale or any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession successor owner of the Property shall be not be: (ai) liable for any act or omission of any a prior landlord (including the Landlord); ) or (b) liable for subject to any offset, defense or incur damages arising out of a default of any obligation with respect obligations of any preceding Landlord, except to the construction extent said default is ongoing, relates to the physical condition of the Property or any improvements and is not diligently cured by Lender after Lender takes possession of the Leased Premises or the Property, includingin which case Lender shall, without limitationsubject to the terms of the Lease, be liable for damages arising on and after the payment of any construction allowance pursuant date it succeeded to Landlord’s title under the Lease; or or (cii) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord), but Tenant shall not be obligated to pay to Lender or any purchaser at a sheriff’s sale or any successor owner of the Property any credits properly taken before Lender or any purchaser at a sheriff’s sale or any successor owner of the Property succeeded to such interest; or or (diii) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period 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 prepaid charge which Tenant might have paid in advance to any prior landlord (including Landlord) unless and until Lender or such other purchaser has actually received for its own account as landlord the Landlord)full amount of such deposit; or or (eiv) bound by any amendment or modification of the Lease, Lease made without Agent’s prior the written consent; (f) except any assignment consent of Lender or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentpurchaser.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee’s 's use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage Security Deed or in the event that Agent case Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage Security Deed or the Assignment of Rents Leases had not been made, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent Lender if Agent Lender takes possession of the Property shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant security deposit which lessee under the Lease has paid to any prior lessor under the Lease; or (c) subject to any offsets or defenses which Tenant might then have against any prior landlord (including the Landlord)lessor; or (d) bound by any base rent, percentage rent or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the Lease, Lease made without Agent’s Lender's prior written consentconsent which shall not be unreasonably withheld; or (f) except bound by any consent by any lessor under the Lease to any assignment or sublet permitted under sublease of the lessee's interest in the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s also obtaining Xxxxxx's prior written consent; (g) bound by or responsible for any security deposit consent which shall not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damagesbe unreasonably withheld; or (jg) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s Xxxxxx's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Xxxxxx's interest in the Property. Notwithstanding anything contained herein to be contrary, Agent Lender shall have absolutely no obligation to perform any of Landlord’s 's construction covenants under the Lease, provided that if Agent Lender shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by AgentXxxxxx, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentLender.

Non-Disturbance. So Lender agrees that if Lender comes into possession of or acquires title to all or any part of the Leased Premises or the Lot (as defined in the Lease) as a result of foreclosure or other enforcement of the Mortgage or the Assignment of Leases, or both, then so long as no default exists, nor any event has occurred which has continued to exist for such period under the Lease by Tenant exists and continues beyond the expiration of time all applicable cure periods (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such the lessor under the Lease to dispossess exercise any other remedy available to it on account of Tenant defaults under the lessee thereunderLease, the Lease shall not be terminated, nor shall such lessee’s Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with in any with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsLeases, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment acquisition of Rents had not been madetitle to the Leased Premises, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “"Purchaser”") nor Agent or Lender if Agent Lender takes possession of the Property shall have all rights and obligations of Landlord under the Lease, except as expressly otherwise set forth herein, provided, however, that neither the Purchaser nor the Lender shall be (a) liable for any act or omission of any prior landlord (including lessor under the Landlord)Lease provided that nothing herein shall relieve such Purchaser or Lender from curing any continuing defaults of lessor after receipt of requisite notices from Tenant, all in accordance with the Lease; or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment return of any construction allowance pursuant to security deposit which lessee under the LeaseLease has paid under the Lease unless such security deposit is received by Lender; or (c) subject to any offsets or defenses which Tenant the lessee under the Lease might have against any prior landlord (including lessor under the Landlord)Lease unless Lender has received prior written notice of the offset or defense and opportunity to cure the same in accordance with Section 7 below; or (d) bound by any rent base rent, or additional rent any other payments which Tenant the lessee under the Lease might have paid for more than the then current rental period month to any prior landlord (including lessor under the Landlord)Lease; or (e) bound by any amendment or modification of the LeaseLease which reduces the rent, made reduces the area of the Leased Premises, shortens the term or materially impairs the rights of Mortgagee thereunder without Agent’s obtaining Lender's prior written consent; consent or (f) except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s 's sole remedy in the event of such default shall be to proceed against Purchaser’s 's or Agent’s Lender's interest in the Property. Notwithstanding anything contained herein Property and the rents, or other proceeds arising therefrom, including but not limited to insurance proceeds for policies required to be contrarycarried by Landlord under the Lease. In the event that Lender or Purchaser acquires title to or possession of all or any part of the Leased Premises, Agent whether pursuant to a foreclosure proceeding or otherwise, then within thirty (30) days thereafter, the Lender or Purchaser may elect to deliver a written notice to the Tenant stating that either (i) the Lender intends to perform the construction obligations of the Landlord set forth in Article III of the Lease (the "Construction Obligations"), or (ii) the Lender or Purchaser does not intend to perform the Construction Obligations. A notice delivered by the Lender or Purchaser pursuant to clause (i) is referred to herein as an "Opt-In Construction Notice" and a notice delivered by the Lender pursuant to clause (ii) is referred to herein as an "Opt-Out Construction Notice". In the event that the Lender or Purchaser does not deliver either an Opt-Out construction Notice or an Opt-In Construction Notice to the Tenant within said thirty (30) days after acquisition of title or possession, then Tenant may elect to deliver a written request (a "Construction Confirmation Request") to the Lender or Purchaser, requesting that Lender or Purchaser deliver either an Opt-Out Construction Notice or an Opt-In Construction Notice. If either (a) Lender or Purchaser delivers an Opt-Out Construction Notice to Tenant as aforesaid, or (b) Lender or Purchaser does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request, then Lender or Purchaser shall not be obligated to perform the Construction Obligations in accordance with the terms and provisions the Lease. If Lender or Purchaser delivers an Opt-In Construction Notice as aforesaid, then Lender or Purchaser shall be obligated to perform the Construction Obligations in accordance with the terms and provisions of the Lease. If Lender or Purchaser timely delivers an Opt-Out Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request as aforesaid, or Lender or Purchaser does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days of its receipt of Tenant's Construction Confirmation Request, then (a) Lender or Purchaser shall have absolutely no obligation to perform any the Construction Obligations, and (b) Tenant may elect to terminate the Lease by providing written notice of Landlord’s construction covenants under such election to Lender or Purchaser. If Tenant elects to terminate the Lease, provided that if Agent the Lease shall not perform such covenants be terminated effective as of the date specified in Tenant's notice. Thereafter the Lease shall be null and void and of no further force or effect, and neither the Tenant nor the Lender or Purchaser shall have any further liabilities or obligations thereunder. If (a) Lender sells, conveys, assigns, pledges or transfers its interest in the event Loan, or (b) Lender sells the Leased Premises, or any part thereof, at a foreclosure sale, or (c) if Lender acquires title to the Leased Premises and subsequently conveys the Leased Premises, then, in any such event, concurrently with such transaction, Lender shall transfer, assign and convey all right, title and interest of foreclosure the Lender in and to the Security Deposit then held by it, if applicable, to such purchaser, assignee, or deed transferee. Notwithstanding anything to the contrary contained in lieu thereof this Section, if Lender so transfers, assigns or conveys all right, title and within a reasonable time following taking interest of possession by Agentthe Lender in and to the Security Deposit, if applicable, as aforesaid, then Tenant Lender shall have no liability for the right to terminate its obligations under return of the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than AgentSecurity Deposit.

Non-Disturbance. So In the event of a lease as provided for under the Loan Agreement, Issuer, upon request of the Company, shall execute and deliver a non-disturbance agreement, which agreement shall provide that upon the foreclosure of this Deed of Trust following an event of default by the Company, the right of possession of the lessee in and to that portion of the Mortgaged Property demised under the lease, shall not be affected or disturbed thereby so long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required exists by the Lease) as lessee under the permitted lease beyond any applicable grace period, which would entitle the lessor Company, as landlord, under the Lease lease to terminate the Lease or would cause, without any further action on the part of such lessorlease, the termination Issuer shall not join the lessee as a party defendant in any action for eviction of the Lease or would entitle such lessor to dispossess Company from the Mortgaged Property nor join the lessee thereunderin any proceeding seeking to cut off or otherwise terminate the lease and the lease shall continue in full force and effect as a direct lease between the Issuer, as landlord, and the Lease shall not be terminatedlessee, nor shall such as tenant, with all of the lessee’s use, possession or enjoyment rights thereunder for the balance of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession term of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of Rents had not been madelease, except that neither the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Agent if Agent takes possession of the Property Issuer shall be not: (a) liable for be bound by any act or omission prepayment of any prior landlord (including the Landlord)more than one month’s rent in advance of its due date; or or (b) liable for be subject to any credits, offsets, defenses, claims or incur any obligation with respect to counterclaims which the construction of lessee might have against the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the LeaseCompany; or or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) be bound by any amendment or modification of the Lease, lease made without Agentthe Issuer’s prior written consent; (f) except any assignment . Nothing herein contained shall prevent the naming of the tenant as a party to such eviction proceeding, if so naming such tenant is required by applicable law, provided tenant is not joined in such proceeding for the purposes of cutting off or sublet permitted terminating its estate in the premises demised under the Lease as to which Landlord’s consent is not required, bound by any assignment or sublet, made without Agent’s prior written consent; (g) bound by or responsible for any security deposit not actually received by Agent; (h) liable for or incur any obligation with respect to any breach of warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (i) liable for consequential damages; or (j) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor, it being acknowledged and agreed that Tenant’s sole remedy in the event of such default shall be to proceed against Purchaser’s or Agent’s interest in the Property. Notwithstanding anything contained herein to be contrary, Agent shall have absolutely no obligation to perform any of Landlord’s construction covenants under the Lease, provided that if Agent shall not perform such covenants in the event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Agentlease.