Common use of Non-Disturbance Clause in Contracts

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. If any proceedings are brought by Lender to (a) If foreclose the Mortgage or (b) to succeed to the interest of Landlord by foreclosure, deed in lieu thereof or otherwise, Tenant and Lender acquires agree that the Lease (including any Property options to purchase or Pledged Collateral 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 result of ▇▇▇▇▇▇’s exercise of direct lease between Lender or such foreclosure sale purchaser and Tenant for the unexpired balance (and any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property extensions or Pledged Collateral under this Agreement and the Transaction Documents renewals provided for 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 Transaction DocumentsLease, including, without limitation, Builder’s right to acquire the Property any extensions or renewals pursuant to options contained in the Option AgreementLease and previously, at that time or thereafter exercised by Tenant) of the term of the Lease, with the same force and (iii) effect as if requested 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 Builder, (A) execute any Property-related documents that are to be signed Lender by a Borrower (e.g., final plat(s)), (B) release any such foreclosure under the Mortgage or Pledge 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 previous landlord (including Landlord) or obligations accruing prior to Lender’s actual ownership of the Mortgaged Property; however, if any act, omission, misrepresentation, or 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 any common areas or streets created or dedicated in connection with such matters accruing from and after the development date Lender acquires ownership of the Mortgaged Property, and (C) subordinate any Mortgage or Pledge ; 3.02 subject to any easement offset, defense, claim or declaration granted counterclaim which Tenant might be entitled to assert against any previous landlord (including Landlord); 3.03 bound by any prepayment of rent, additional rent or created other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in connection with the development advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Property. Lease hereafter made, or consent or acquiescence by any previous landlord (bincluding Landlord) Upon under the consummation of a Closing (as defined in the Option Agreement) with respect Lease to any Property constituting all assignment or sublease hereafter granted, without the written consent of Lender, except for any portion of a Homesite (as defined in the Option Agreement) in accordance with assignment or sublease permitted to be made under the terms of the Option Agreement and the payment of the purchase price required under the Option Agreement to Builder (Lease 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without BuilderLandlord’s prior written consent.; or 3.05 liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Lender,

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (aafter notice, if any, required by the Lease) If Lender acquires 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 Pledged Collateral 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 ▇▇▇▇▇▇’s exercise any such action or proceeding or deed in lieu of any remedies under such action or proceeding (hereinafter called the Loan Documents, Lender “Purchaser”) nor Agent if Agent takes possession of the Property shall be (ia) fully perform Borrower’s obligations liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to such the construction of the Property or Pledged Collateral under this Agreement and any improvements of the Transaction Documents in Leased Premises or 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 Transaction DocumentsProperty, including, without limitation, Builder’s right to acquire the Property payment of any construction allowance pursuant to the Option AgreementLease; 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, and made without Agent’s prior written consent; (iiif) if requested except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by Builderany assignment or sublet, made without Agent’s prior written consent; (Ag) execute bound by or responsible for any Property-related documents that are to be signed security deposit not actually received by a Borrower Agent; (e.g., final plat(s)), (Bh) release liable for or incur any Mortgage or Pledge obligation with respect to any common areas breach of warranties or streets created representations of any nature under the Lease or dedicated 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 connection with the development 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, and (C) subordinate Agent shall have absolutely no obligation to perform 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 Landlord’s construction covenants under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be voidLease, provided that Lender, at ▇▇▇▇▇▇’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 if Agent shall not amend or modify any provisions of the Loan Documents requiring any release described perform such covenants in the preceding sentence. (c) Lender event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Agent, then Tenant 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder have the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 terminate its obligations under the Transaction Documents, or (iii) Builder’s right Lease and to assert a claim as a creditor or interested party in pursue any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentand all legal remedies it may have against Landlord and any third parties other than Agent.

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral as a result Notwithstanding the provisions of ▇▇▇▇▇▇’s exercise of any remedies under the Loan DocumentsSection 1 hereof, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and the Transaction Documents in the same manner and consents to the same extent Borrower would have been required to perform themLease and agrees that, (ii) take no action that would prevent or be inconsistent with Builder’s exercise if Lender exercises any of its rights under this Agreement and the Transaction Security Documents, including, without limitation, Builder’s right to acquire the Property including an entry by Lender pursuant to the Option AgreementIndenture or a foreclosure of, and (iii) if requested by Builderor exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (Aa) execute Tenant shall not be named or joined as a party defendant in any Property-related documents action or proceeding to foreclose the Indenture (except to the extent, if any, that are 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 court in which such action or proceeding has been commenced or is pending to name or join Tenant as a party defendant in any suit, action or proceeding for the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security under the Indenture and in any other suit, action or proceeding the purpose or intent of which shall be signed by a Borrower (e.g., final plat(s)to enforce Lender’s rights and remedies under the Security Documents), (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 Lease shall not be terminated or affected thereby and, so long as no “Event of a Closing Default” (as defined in the Option AgreementLease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy of the Premises and Tenant’s rights and privileges under the Lease (including during all extension periods which have been or are hereafter exercised) shall not be diminished, disturbed or intervened with respect to any Property constituting by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all or any portion of a Homesite (as defined the terms, covenants and conditions set forth in the Option AgreementLease, and (c) in accordance with Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Option Agreement Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the payment event of a taking or condemnation shall be paid and held pursuant to the terms of the purchase price required under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 sentenceLease. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. 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 Tenant complies with and performs its obligations under the Lease, (a) If Lender acquires any Property or Pledged Collateral the Lease shall continue in full force and effect as a result direct Lease between Lender and Tenant, upon and subject to all of ▇▇▇▇▇▇’s exercise the terms, covenants and conditions of any remedies under the Loan DocumentsLease, for the balance of the term of the Lease, and Lender shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and will not disturb 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 possession of its rights under this Agreement and the Transaction Documents, including, without limitation, Builder’s right to acquire the Property pursuant to the Option AgreementTenant, and (iiib) if requested by Builder, (A) execute any Property-related documents that are the Premises shall be subject 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 Lease and Lender shall recognize Tenant as the tenant of the Property, and (C) subordinate any Mortgage or Pledge to any easement or declaration granted or created in connection with Premises for the development remainder of the Property. (b) Upon term of 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) Lease in accordance with the terms of the Option Agreement and the payment of the purchase price required under the Option Agreement to Builder (or Lender on behalf of Builder)provisions thereof; provided, the estate granted by the Mortgage with respect to such portion of the Property with respect to such Homesite only (buthowever, for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 be: (i) subject to any claims, offsets or modify defenses which Tenant might have against any provisions prior landlord (including Landlord); (ii) liable for any act or omission of any prior landlord (including Landlord); (iii) bound by any rent or additional rent which Tenant might have paid for more than the current month or any security deposit or other prepaid charge paid to any prior landlord (including Landlord); (iv) bound by any amendment or modification of the Lease made without its written consent; or (v) liable for any deposit that Tenant may have given to any 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 and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the lien and terms of the Loan Documents requiring any release described in the preceding sentenceand is hereby waived and released as against Lender. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (aafter notice, if any, required by the Lease) If Lender acquires 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 Pledged Collateral 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 ▇▇▇▇▇▇’s exercise any such action or proceeding or deed in lieu of any remedies under such action or proceeding (hereinafter called the Loan Documents, Lender “Purchaser”) nor Agent if Agent takes possession of the Property shall be (ia) fully perform Borrower’s obligations liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to such the construction of the Property or Pledged Collateral under this Agreement and any improvements of the Transaction Documents in Leased Premises or 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 Transaction DocumentsProperty, including, without limitation, Builder’s right to acquire the Property 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 (other than amendments memorializing the rights of Tenant to exercise an Extension Option Agreement, and or Right of First Offer under the Lease) or responsible for any security deposit not actually received by Agent; (iiif) if requested by Builder, (A) execute liable for or incur any Property-related documents that are to be signed by a Borrower (e.g., final plat(s)), (B) release any Mortgage or Pledge obligation with respect to any common areas breach of warranties or streets created representations of any nature under the Lease or dedicated 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; (g) liable for consequential damages; or (h) 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 connection with the development 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 shall limit Tenant’s express remedies set forth in Section 6.1 of the PropertyLease, and (C) subordinate any Mortgage nor relieve Agent or Pledge to any easement or declaration granted or created in connection with the development Purchaser of the Property. (b) Upon obligation to cure ongoing defaults that are continuing following the consummation date that Agent or Purchaser succeeds to the interest 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 Landlord under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be voidLease, provided that Lenderthe Agent or Purchaser, at ▇▇▇▇▇▇’s expenseas applicable, shall execute is given written notice of such documents as may be reasonably requested by Builder default and thereafter fails to evidence cure the release of same within 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 period provided for in the preceding sentence. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If If, at any time, Lender acquires or any Property of Lender’s successors or Pledged Collateral as assigns who shall acquire the interest of Landlord under the Lease through a result foreclosure of ▇▇▇▇▇▇’s the Mortgage, the exercise of any remedies the power of sale under the Loan DocumentsMortgage, Lender a deed-in-Iieu of foreclosure or otherwise (such party being a “New Owner”) shall succeed to the interests of Landlord under the Lease, then so long as (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement the Lease is then in full force and the Transaction Documents in the same manner effect, and to the same extent Borrower would have been required to perform them, (ii) take no action that would prevent or default shall have occurred and be inconsistent with Builder’s exercise continuing (collectively, a “Default”) by Tenant under the Lease, the Lease shall continue in full force and effect as a direct lease between the New Owner, as successor Landlord and Tenant, upon and subject to all of its rights the 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 this Agreement the Lease and to be bound by and perform all of the Transaction Documents, including, without limitation, Builder’s right to acquire obligations imposed by the Property pursuant to the Option AgreementLease, and (iii) if requested by BuilderLender, (A) execute or 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 such New Owner of the Property, agrees that it will not disturb the possession of Tenant and (C) subordinate any Mortgage or Pledge to any easement or declaration granted or created in connection with the development will be bound by all of the Property.obligations imposed on the Landlord by the Lease; provided, however, that any New Owner shall not be: (a) liable for any act or omission of a prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or (b) Upon the consummation of a Closing (as defined in the Option Agreement) with respect subject to any Property constituting all claims, offsets or defenses which Tenant might have against any portion prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests 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 Landlord under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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.Lease; or (c) Lender shall notify Builder at least [10] business days before commencing bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a foreclosure period in excess of one (whether judicial 1) month or non-judicial) with respect by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to a Mortgage or Pledge. Within [10] business days after any prior landlord (including Landlord), except to the commencement extent that such New Owner actually comes into exclusive possession of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days.same; or (d) If bound by any bankruptcyassignment (except as permitted by the Lease) surrender, reorganizationrelease, waiver, cancellation, amendment or insolvency proceedings are commenced modification of the Lease made without the written consent 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 for the timely return of any security deposit actually received by such New Owner. Nothing contained herein shall prevent Lender from naming or against Borrowerjoining 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, Lender but such naming or joinder shall not take any action with respect to such proceeding that would adversely affect (i) Builder’s be in derogation of the rights under of Tenant as set forth in this Agreement, (ii) in any material respect Builder’s rights under the Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender acquires Notwithstanding anything to the contrary in this Lease, if an Encumbrance, other than any Property or Pledged Collateral CC&R's, is created after the execution of this Lease, as a result condition to the subordination of ▇▇▇▇▇▇’s exercise 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 EXHIBIT E from each Holder of any remedies Encumbrance in effect as of the 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 Loan DocumentsLease constitute a default by Tenant under this Lease). If Landlord fails to deliver the required SNDA(s) within the 15-day period, Lender then, as Tenant's sole and exclusive remedy, Tenant shall have the right to terminate this Lease by giving Landlord a written notice of termination within five (i5) fully perform Borrower’s obligations 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 Landlord's failure to deliver such Property or 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 Transaction 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(sSNDA(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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender agrees that if Lender comes into possession of or acquires title to all or any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 part of the Property, and (C) subordinate any Mortgage Leased Premises 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 Lot (as defined in the Option AgreementLease) 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 under the Lease by Tenant exists and continues beyond the expiration of 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 the lessor under the Lease to exercise any other remedy available to it on account of Tenant defaults under the Lease, the Lease shall not be terminated, nor shall Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with respect the Security Deed or the Assignment of Leases, or the acquisition of title to the Leased Premises, 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") or Lender if 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 lessor under the 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 the return of any security deposit which lessee under the Lease has paid under the Lease unless such security deposit is received by Lender; or (c) subject to any offsets or defenses which the lessee under the Lease might have against any prior lessor under the 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 base rent, or any other payments which the lessee under the Lease might have paid for more than the current month to any prior lessor under the Lease; or (e) bound by any amendment or modification of the Lease made without Lender's prior written consent (Lender hereby agreeing not to unreasonably withhold or delay its consent); or (f) bound by any assignment or sublease of the lessee's interest in the Lease made without obtaining Lender's prior written consent (such consent not to be unreasonably withheld or delayed), except where the consent of the Landlord is not required pursuant to the provisions of Section 6.1.6 of the Lease (in which event no consent of Lender shall be required); or (g) 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 that Tenant's sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property constituting and the rents, or other proceeds arising therefrom. In the event that Lender acquires title to or possession of all or any portion part of the Leased Premises, whether pursuant to a Homesite 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 defined in an "Opt-In Construction Notice" and a notice delivered by the Option AgreementLender 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 obligated to perform the Construction Obligations in accordance with the terms of and provisions the Option Agreement and the payment of the purchase price required under the Option Agreement to Builder (or Lease. If Lender on behalf of Builder)delivers an Opt-In Construction Notice as aforesaid, 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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). then Lender shall not amend or modify any be obligated to perform the Construction Obligations in accordance with the terms and provisions of the Loan Documents requiring 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 no obligation to perform the Construction Obligations, and (b) Tenant may elect to terminate the Lease by providing written notice of such election to Lender. If Tenant elects to terminate the Lease, the Lease shall 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 release described further liabilities or obligations thereunder. If (a) Lender sells, conveys, assigns, pledges or transfers its interest in the preceding sentence. Loan, or (b) Lender sells the Leased Premises, or any part thereof, at a foreclosure sale, or (c) if Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial or non-judicial) with respect acquires title to a Mortgage or Pledge. Within [10] business days after the commencement of Leased Premises and subsequently conveys the Leased Premises, then, in any such foreclosureevent, concurrently with such transaction, Lender shall send a notice transfer, assign and convey all right, title and interest of the Lender in and to Builder (a “Purchase Option Notice”) granting the Security Deposit then held by it, if applicable, to Builder the right to purchase the Indebtedness uponsuch purchaser, and for no consideration other than, payment of all amounts due and owing by Borrower under such Indebtedness (the “Loan Purchase Price”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganizationassignee, or insolvency proceedings are commenced by transferee. Notwithstanding anything to the contrary contained in this Section, if Lender so transfers, assigns or against Borrowerconveys all right, title and interest of the Lender in and to the Security Deposit, if applicable, as aforesaid, then Lender shall not take any 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 have no liability for the Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentreturn of the Security Deposit.

Non-Disturbance. Purchaser and Manager agree that in the event the Lease terminates prior to expiration or earlier termination of the Term, so long as (i) there exists no uncured Manager Event of Default and (ii) Owner is not otherwise entitled to terminate this Agreement: (a) If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender Manager shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and the Transaction Documents not be disturbed 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 Transaction 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. Purchaser; (b) Upon Purchaser shall assume the consummation obligations of a Closing (as defined in the Option Owner under this 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) Lender Manager shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial or non-judicial) with respect attorn to Purchaser and recognize Purchaser as the “Owner” under this Agreement. Purchaser shall have the right to assign all of its right, title and interest in, to and under this Agreement to a Mortgage or Pledge. Within [10] business days after the commencement of any such foreclosure, Lender shall send a notice to Builder new tenant (a “Purchase Option NoticeSubstitute Tenant”) granting to Builder which Purchaser shall lease the right Hotels (pursuant to purchase a lease which imposes no greater risks, obligations, duties or liability on Manager than the Indebtedness uponLease (assuming the same had not been terminated) and for a term equal to the unexpired term of this Agreement) which Substitute Tenant shall expressly assume all of the Owner’s obligations under this Agreement. Upon such assignment to, and for no consideration other thanassumption by, payment a Substitute Tenant, Purchaser shall be relieved of all amounts due future obligations arising under this Agreement (other than any expressly imposed on Purchaser pursuant to Sections 4.2 through and owing by Borrower under such Indebtedness (including 4.7), Manager shall attorn to the Substitute Tenant and recognize the Substitute Tenant as the “Loan Purchase Price”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect (i) Builder’s rights Owner” under this Agreement, (ii) and the term “Lease” as used in any material respect Builder’s rights under this Agreement shall be deemed to refer to such lease between Purchaser and the Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentSubstitute Tenant.

Non-Disturbance. So long as Tenant pays all rents and other charges as specified in the Lease and is not otherwise in default of any of its obligations and covenants pursuant to the Lease beyond any applicable grace or cure periods thereunder, Lender agrees that, subject to the terms and conditions of this Agreement, (ai) If if any action or proceeding is commenced by Lender acquires any or at Lender's behest for the foreclosure of the Deed of Trust or the sale of the Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies other realization under the Loan Documents, whether by foreclosure, deed in lieu of foreclosure or in any other proceedings made or brought to enforce the rights of Lender, or by any successor to Lender, Tenant shall not be named as a party therein (unless Lender shall is required to name Tenant in order to file a foreclosure action) (i) fully perform Borrower’s obligations with respect unless required by law to such Property or Pledged Collateral under this Agreement properly foreclose upon the Deed of Trust), and the Transaction Documents sale of the Property in any such action or proceeding and the same manner 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 same extent Borrower would have been required to perform themLease,, and (ii) take no regardless of whether Landlord names Tenant in such foreclosure action or other proceeding made or brought to enforce the rights of Lender or any successor to Lender, provided that would prevent at the time of any such action or be inconsistent with Builder’s proceeding and at the time of any such sale or exercise of its 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 Demised Premises and Tenant's other rights under this Agreement and the Transaction DocumentsLease will not be disturbed, includingmodified, without limitationenlarged or otherwise affected during the term of the Lease, Builder’s right to acquire the Property as said term may be extended 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 Lease, and any successor in interest to the payment rights and obligations of the purchase price required Landlord under the Option Agreement to Builder (or Lender on behalf of Builder), the estate granted Lease will abide 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 Lease and unconditionally assume all obligations of Landlord under the Lease, notwithstanding any release described other provisions in the preceding sentence. (c) Lender shall notify Builder at least [10] business days before commencing Deed of Trust. For purposes of this paragraph, a foreclosure (whether judicial shall include a sheriff's or non-judicial) with respect to a Mortgage or Pledge. Within [10] business days after trustee's sale under the commencement power of sale contained in the Deed of Trust and any such other transfer of the Landlord's interest in the Project Property under peril of foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder including without limiting the right to purchase generality of the Indebtedness uponforegoing, and for no consideration other than, payment an assignment or sale in lieu of all amounts due and owing by Borrower under such Indebtedness (the “Loan Purchase Price”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business daysforeclosure. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies A. Per that certain approval letter dated , 2020, Ground Landlord has consented, in accordance with its approval rights under the Loan DocumentsGround Lease, Lender shall (i) fully perform Borrowerto the execution and delivery of the Sublease in the form delivered by Tenant to the Ground Landlord prior to Ground Landlord’s obligations execution of this Agreement. Tenant and Subtenant represent and warrant to the Ground Landlord that the copy of the Sublease so delivered to the Ground Landlord is a true and complete copy of the Sublease, and that it contains all of the agreements and understandings between Tenant and Subtenant with respect to such Property the Subleased Premises and the development, use or Pledged Collateral under occupancy thereof. Tenant and Subtenant agree that this Agreement and the Transaction Documents satisfies any condition or requirement in the same manner and Ground Lease or in the Sublease relating to the same extent Borrower would have been required granting of a non-disturbance agreement by the Ground Landlord with respect to perform themthe Sublease. B. Provided that the Sublease is then in full force and effect, (ii) take no action that would prevent the Ground Landlord agrees that, in the event of a termination of the Ground Lease due to a default of Tenant or be inconsistent with Builder’s the exercise by the Ground Landlord of any of its rights under this Agreement thereunder to take possession of and to operate the Transaction DocumentsSubleased Premises, including, without limitation, Builderthe Ground Landlord shall not disturb Subtenant’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 possession 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 Subleased Premises under the terms of the Option Agreement and the payment Sublease so long as Subtenant is not in default of any term, covenant or condition of the purchase price required under the Option Agreement to 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 Sublease beyond any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, applicable grace period provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”)Sublease. The right rights under this paragraph shall inure to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect benefit of only (i) Builder’s rights under this Agreement, the Subtenant named herein or (ii) any successor to Subtenant as described in Section 11.04 of the Sublease, and shall not pass to any material respect Builder’s rights under other assignee of the Transaction Documents, Subtenant or (iii) Builder’s right to assert a claim as a creditor or interested any other party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s the prior written consentapproval of the Ground Landlord.

Non-Disturbance. Administrative Agent does hereby agree with Tenant that, in the event Administrative Agent succeeds to Landlord’s interest in the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as Tenant complies with and performs its obligations under the Lease, (a) If Lender acquires any Property or Pledged Collateral the Lease shall continue in full force and effect as a result direct Lease between Administrative Agent and Tenant, upon and subject to all of ▇the terms, covenants and conditions of the Lease, for the balance of the term of the Lease and any renewals thereof, and Administrative Agent will not disturb the possession of Tenant, (b) Tenant’s occupancy and possession of the Premises and T▇▇▇▇▇’s exercise of any remedies other rights and privileges under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction DocumentsLease, including, without limitation, Builder’s right to acquire the Property pursuant to use and distribution of insurance and condemnation proceeds as set forth in the Option AgreementLease, and shall not be disturbed or interfered with by Administrative Agent (iii1) if requested by Builderin the exercise of any of its foreclosure or other rights under the Mortgage, (A2) execute by any Property-related documents that are to conveyance in lieu of foreclosure, or (3) by any other action taken by Administrative Agent during the term of the Lease and any renewals thereof, except in each case as may be signed permitted as 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) successor Landlord in accordance with the terms of the Option Agreement Lease, and ( c) the payment Premises shall be subject to the Lease and Administrative Agent shall recognize Tenant as the tenant of the purchase price Premises for the remainder of the term of the Lease (including any renewals thereof) in accordance with the provisions thereof; provided, however, that Administrative Agent shall not be: (i) subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord), except for offset rights expressly provided for in the Lease and for which Administrative Agent received written notice of the matter giving rise to such offset and was afforded the opportunity to cure as required by this Agreement; (ii) liable for any act or omission of any prior landlord (including Landlord), except acts or omissions that are continuing at the time of attornment of which Administrative Agent received written notice and was afforded the opportunity to cure as required by this Agreement; (iii) bound by any rent or additional rent which Tenant might have paid more than one (1) month in advance or any security deposit (which has not, as such, been transferred to Administrative Agent) or other prepaid charge paid to any prior landlord (including Landlord); (iv) bound by any amendment or modification of the Lease as to (a) any reduction in the term of the Lease, (b) any reduction in the rent payable under the Option Agreement Lease, or (c) a material reduction of the obligations of Tenant or a material increase of the obligations of Landlord under the Lease, unless Administrative Agent has approved or consented to Builder such amendment or modification in writing; (v) liable for any deposit that Tenant may have given to any previous landlord (including Landlord) which has not, as such, been transferred to Administrative Agent; or (vi) obligated to reimburse Tenant for the cost of any Tenant Improvements constructed by or Lender on behalf of Builder)Tenant in accordance with the Work Letter; provided, however, following Administrative Agent’s succession to Landlord’s interest in the estate granted Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, if Administrative Agent fails to pay to Tenant any installment of the Mortgage Allowance when due pursuant to the Work Letter, then, provided that Tenant has satisfied all of the requirements set forth in the Work Letter with respect to such portion disbursement of the Property with respect Allowance, Tenant shall be entitled to offset against Rent next becoming due under the Lease the amount of the installment then due until such Homesite only (butamount has been fully offset. Except to the extent required under applicable law or in order for Administrative Agent to avail itself and the Lenders of and complete the foreclosure or other remedy, for and provided that such complaint or action does not seek termination of Tenant’s interest and estate under the avoidance Lease, Administrative Agent shall not name Tenant in any foreclosure or other action or proceeding initiated by Administrative Agent pursuant to the Loan Documents. Tenant acknowledges and agrees that it has no right or option of doubtany nature whatsoever, not including whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion of the Property that was not subject to such Closing) shall automatically and without the need for thereof or any further action by Lender or the Property LLCs cease, terminateinterest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder subject and subordinate to evidence the release of the Mortgage (lien and any liens and security interests created by the Mortgage). Lender shall not amend or modify any provisions terms of the Loan Documents requiring any release described in and is hereby waived and released as against Administrative Agent and the preceding sentenceLenders. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If If, at any time, Lender acquires or any Property person or Pledged Collateral as entity or any of their successors or assigns who shall acquire the interest of Landlord under the Lease through a result foreclosure of ▇▇▇▇▇▇’s the Security Instrument, the exercise of any remedies the power of sale under the Loan DocumentsSecurity Instrument, Lender a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a "NEW OWNER") shall succeed to the interests of Landlord under the Lease, so long as (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement the Lease is then in full force and the Transaction Documents in the same manner and to the same extent Borrower would have been required to perform themeffect, (ii) take no action that would prevent or be inconsistent Tenant complies with Builder’s exercise of its rights under this Agreement and the Transaction Documents, including, without limitation, Builder’s right to acquire the Property pursuant to the Option Agreement, and (iii) no default after the giving of any required notice, and expiration of any applicable grace period, under the Lease (a "DEFAULT") on the part of Tenant exists under the Lease, 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 requested the conditions in the aforesaid clauses (i) through (iii) are not met, then the New Owner shall not be obligated to recognize this Lease on the terms and conditions contained herein and the Lease may be terminated by Builder, (A) execute any Property-related documents that are to New Owner and such termination may occur or be signed effected by Lender naming Tenant as a Borrower (e.g., final plat(s)), (B) release any Mortgage defendant or Pledge subordinate party in a foreclosure action brought by Lender with respect to the Loan). Tenant hereby agrees to attorn to and accept any common areas or streets created or dedicated in connection with such New Owner as landlord under the development Lease and to be bound by and perform all of the Propertyobligations imposed by the Lease, 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at L▇▇▇▇▇▇’s expense, shall execute or any such documents as may New Owner, agrees that it will not disturb the possession of Tenant and will be reasonably requested bound by Builder to evidence the release all of the Mortgage (and any liens and security interests created obligations imposed on the Landlord by the Mortgage). Lender Lease; provided, however, that any New Owner shall not amend be: (a) liable for any act or modify omission of a prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or (b) subject to any provisions claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Loan Documents requiring any release described in the preceding sentence.Lease; or (c) Lender shall notify Builder at least [10] business days before commencing bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a foreclosure period in excess of one (whether judicial 1) month or non-judicial) with respect by any security deposit or other prepaid charge which T▇▇▇▇▇ might have paid in advance to a Mortgage or Pledge. Within [10] business days after any prior landlord (including Landlord), except to the commencement extent that such New Owner actually comes into exclusive possession of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days.same; or (d) If bound by any bankruptcyassignment (except as permitted by the Lease), reorganizationsurrender, release, waiver, cancellation, amendment or insolvency proceedings are commenced modification of the Lease made without the written consent 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 or against Borrower, Lender reason of condemnation unless such New Owner shall not take any 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 be obligated under the Transaction Documents, or Lease to make such repairs; or (iiif) Builder’s right obligated to assert a claim as a creditor or interested party in make any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s payment to Tenant (except for the timely return of any security deposit actually received by such New Owner) arising prior written consentto the date upon which the New Owner shall succeed to the interests of Landlord under the Lease.

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral as In the event of a result of ▇▇▇▇▇▇’s exercise of any remedies foreclosure under the Loan DocumentsDeed of Trust, so long as there shall then exist no event of default 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 foreclosure, but rather the 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 except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (iif any) fully perform Borrower’s obligations shall not be binding on Lender: any option to purchase with respect to such Property or 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 Property; any right of its rights under this Agreement and the Transaction 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 first refusal with respect to any common areas or streets created or dedicated in connection with the development of the Property, and (C) subordinate ; any Mortgage provision regarding the use of insurance proceeds 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) condemnation proceeds with respect to any the Property constituting all or any portion of a Homesite (as defined in the Option Agreement) in accordance which is inconsistent with the terms of the Option Agreement and the payment Deed of the purchase price required under the Option Agreement Trust (herein collectively referred to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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 PriceNon-Disturbance”). The right to purchase Notwithstanding the Indebtedness shall be exercisable fact that the Lease and the Sublease remain in effect upon a foreclosure of the Deed of Trust in accordance with the foregoing provisions, in the event that, following a foreclosure of the Deed of Trust, the Lease is terminated for not less than [•] business days. (d) If any bankruptcyreason, reorganization, or insolvency proceedings are commenced including by or against Borrower, Lender shall not take reason of an event of default beyond any 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 applicable notice and cure periods on the part of Lessee under the Transaction DocumentsLease, or (iii) Builder’s right to assert a claim the Sublease, if still in effect at such time, and the rights of the Subtenant under the Sublease will also be terminated effective as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentof the date of termination of the Lease.

Non-Disturbance. (a) If Lender acquires any Property In the event of foreclosure of the Mortgage or Pledged Collateral as a result conveyance in lieu of ▇▇▇▇▇▇’s foreclosure or the exercise of any remedies similar rights under the Loan DocumentsMortgage, Lender 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 Tenant is not in default under any of the terms, covenants and conditions of the Lease beyond any 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 herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession, quiet enjoyment or use of the Demised Premises, and the sale of the Property in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (isubject to the terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Lease (if any) fully perform Borrower’s obligations shall not be binding on Mortgagee or Acquiring Party: any option to purchase or any right of first refusal to purchase with respect to such Property or 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 Transaction 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 provision regarding the use of insurance proceeds 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) condemnation proceeds with respect to any the Property constituting all or any portion of a Homesite (as defined in the Option Agreement) in accordance which is inconsistent with the terms of the Option Agreement Mortgage (but Tenant’s rights and the payment Landlord’s obligations set forth in Sections 14.2 and 14.4 of the purchase price required under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 Lease shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentencebe affected by this proviso). (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. In the event Lender takes possession of Borrower’s interest in the Mortgaged Property, as mortgagee-in-possession or otherwise, or forecloses the Instrument or otherwise causes Borrower’s interest in the Mortgaged Property to be sold pursuant to the Instrument or exercises any other right or remedy available under the Instrument or this Agreement, Lender agrees not to affect, terminate or disturb Master Tenant’s or Operator’s right to quiet enjoyment and possession of the Mortgaged Property under the terms of the Master Lease and Operating Lease, or any of Master Tenant’s rights under the Master Lease or Operator’s rights under the Operating Lease, and to recognize all of Master Tenant’s other rights under the Master Lease and all of Operator’s other rights under the Operating Lease, so long as there is no Event of Default. In the event that Lender succeeds to the interest of the Borrower’s fee title to the Mortgaged Property and as landlord under the Master Lease, (ahereinafter 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 Master Tenant and Borrower, had before Successor Landlord succeeded to the interest of the Borrower, provided, however, that Successor Landlord shall not be: a. liable for any act or omission of any prior landlord; or b. subject to any offsets or defenses that Master Tenant might have against any prior landlord; or c. bound by any rent or additional rent that Master Tenant might have paid for more than one month in advance to any prior landlord; or Subordination, Assignment and Security Agreement Form 4079 (Seniors Housing) If Lender acquires any Property or Pledged Collateral as a result of (Memorial ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 Property05-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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at 05 Ó 2000-2005 ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested ▇ Mae d. bound by Builder to evidence the release any amendment or modification of the Mortgage (and any liens and security interests created by Master Lease or the Mortgage). Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentence. (c) 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 Operating Lease made after the commencement date of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, Assignment without BuilderLender’s prior written consent; or e. liable for return of any security deposit or reserve to the extent not made available to Lender as successive landlord succeeding Master Tenant and/or Borrower and becoming the Successor Landlord. Notwithstanding any of the foregoing to the contrary, while an “Event of Default” under the Instrument has occurred, (a) Lender shall have the right to exercise all rights as owner of the Mortgaged Property under the Master Lease and (b) Operator shall pay to Lender directly all Rent and other sums due to Master Tenant under the Operating Lease which amounts shall be credited as set forth in Section 3 of this Agreement.

Non-Disturbance. 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 Tenant is not in default under any of the terms, covenants and conditions of the Lease beyond any applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (a) If Lender acquires any Property or Pledged Collateral each being referred to herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of ▇▇▇▇▇▇the Lease or disturb the Tenant’s possession, quiet enjoyment or use of the Demised Premises or Tenant’s rights under the Lease, and the sale of the Property in any such action or proceeding and the exercise by Mortgagee of any remedies of its other rights under the Loan DocumentsMortgage shall be made subject to all rights of Tenant under the Lease (subject to the terms of this Agreement); provided, Lender further, however, that Mortgagee and Tenant agree that the following provisions of the Lease (if any) shall (i) fully perform Borrower’s obligations not be binding on Mortgagee or Acquiring Party: any option to purchase or any right of first refusal to purchase with respect to such Property or 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 Transaction 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 provision regarding the use of insurance proceeds 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) condemnation proceeds with respect to any the Property constituting all or any portion of a Homesite (as defined in the Option Agreement) in accordance which is inconsistent with the terms of the Option Agreement Mortgage; provided, however, if the Premises and the payment of the purchase price required under the Option Agreement to Builder (or Lender on behalf of Builder)Building are not restored following such casualty, the estate granted Acquiring Party will be bound 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇Tenant’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 termination rights set forth in the preceding sentenceLease. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. Assignee intends to grant a sub-leasehold interest to Lessee pursuant to a sublease dated the _____ day of _____________, _______ (athe "Sublease") If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise Lessor shall give notice to Lessee at the same time that Lessor gives notice to Assignee of any remedies default under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction Documents, including, without limitation, Builder’s right to acquire the Property pursuant to the Option AgreementPrime Lease, and (iii) if requested by Builder, (A) execute any Property-related documents that are to be signed by Lessor shall accept 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 cure of any such foreclosuredefault from Lessee on Assignee's behalf. In such case, Lender Lessee shall send a notice be entitled to Builder reimbursement from Assignee of any amount paid or obligation incurred in respect thereof. So long as the Lessee is not in default under the Sublease beyond any applicable grace or cure period (a “Purchase Option Notice”during the term or any renewal term and not at or beyond the final renewal term of the Sublease if all renewal terms are exercised under the Sublease including any agreed upon extensions), Lessee shall be permitted quiet enjoyment of the Premises under the Sublease notwithstanding any termination or expiration of the Prime Lease and notwithstanding any termination or expiration of the Prime Lease, Lessor agrees at the request of the Lessee, to honor the terms and conditions of the Sublease for the remainder of the term thereof and any renewal terms, but not beyond the final renewal term of the Prime Lease if all renewal terms are exercised under the Prime Lease, including any agreed upon extensions. Lessee agrees, at the request of Lessor to attorn to the Lessor upon the terms and conditions of the Sublease for the remainder of the term thereof (whether original or renewal) granting to Builder the right to purchase the Indebtedness uponand any renewal terms, and for no consideration other than, payment of all amounts due that the Sublease shall continue in full force and owing by Borrower under such Indebtedness (effect as if the “Loan Purchase Price”). The right to purchase Lessor were the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 sublandlord under the Transaction Documents, Sublease notwithstanding the expiration or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consenttermination of the Prime Lease.

Non-Disturbance. If Tenant delivers a Sublease to the City and requests that the City enter into a non-disturbance and attornment agreement (aa "Non-Disturbance Agreement") If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under with the Loan DocumentsSubtenant thereunder, Lender the City shall (i) fully perform Borrower’s obligations with respect have no obligation to do so but may do so, in its sole and absolute discretion, and subject to such Property or Pledged Collateral under this Agreement conditions and limitations as the Transaction Documents City may require, in its sole and absolute discretion. In no event shall the same manner foregoing be deemed to obligate the City to enter into a non- disturbance 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 Transaction 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 attornment agreement with respect to any common areas Subtenant. Notwithstanding the foregoing, 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 agreement is substantially in the 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 streets created or dedicated delay its agreement to any other commercially reasonable form of 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 development preparation, review and negotiation of the Property, and such a Non-Disturbance Agreement (C) subordinate any Mortgage or Pledge up to any easement or declaration granted or created in connection with the development a maximum amount of the Property. (b) Upon the consummation of a Closing (as defined in the Option $2,500.00 per Non-Disturbance 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 to Builder (or Lender on behalf of Builder), regardless of whether or not such a Non-Disturbance Agreement is finalized, which payment shall be due and payable to the estate granted by the Mortgage with respect City within thirty (30) days after it submits an invoice therefor to such portion of the Property with respect to such Homesite only (but, for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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)Tenant. Lender shall not amend or modify any provisions of the Loan Documents requiring any release described The amount set forth in the preceding sentence. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness sentence shall be exercisable for adjusted by the cumulative increase (but not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect (i) Builder’s rights under this Agreement, (iidecrease) in any material respect Builder’s rights under the Transaction Documents, or Index every five (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.5)

Non-Disturbance. In the event of any foreclosure under the Mortgage, or if conveyance or transfer of the Mortgaged Property shall be made in lieu of foreclosure (a) If Lender acquires any Property such foreclosure or Pledged Collateral conveyance or transfer in lieu of foreclosure being herein collectively referred to as "Foreclosure"), then the Lease shall not be terminated as a result of ▇▇▇▇▇▇’s exercise such Foreclosure, but rather shall continue in full force and effect in accordance with the provisions thereof, and the rights of any remedies Tenant under the Loan DocumentsLease shall not be interfered with or disturbed by any party owning the Mortgaged Properly or an interest therein as a result of such Foreclosure, Lender or by such party's successors and assigns (any such party and its successors and assigns being herein called "Such Owner"); provided, that Such Owner shall not be (ia) fully perform Borrower’s obligations with respect liable for any act or omission of, or subject to such any rights or setoff, claims or defenses otherwise assertable by Tenant against, any prior owner of the Mortgaged Property or 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 Transaction 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)Landlord), (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 obligated to complete the consummation construction 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 improvements under the Option Agreement to Builder (or Lender on behalf of Builder)Lease, 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial or non-judicial) with respect bound by any rents paid more than one month in advance to a Mortgage or Pledge. Within [10] business days after the commencement of any such foreclosureprior owner, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If liable for any bankruptcy, reorganization, or insolvency proceedings are commenced security deposit not paid over to Such Owner by or against Borrower, Lender shall not take any 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 Transaction DocumentsLandlord, or (iiie) Builder’s bound by any modification, amendment, extension or cancellation of the Lease not consented to in writing by Lender; and further provid▇▇, ▇hat nothing herein shall negate the right of Such Owner to assert a claim exercise the rights and remedies, including termination of the Lease, of Landlord under the Lease upon the occurrence of an Event of Default by Tenant under the Lease and in accordance therewith and as a creditor to any Event of Default by Tenant under the Lease existing at the time of Foreclosure, such Foreclosure shall not operate to waive or interested party in abate any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentaction initia▇▇▇ by Landlord under the Lease to terminate the same on account of such Event of Default.

Non-Disturbance. Lender shall not, in the exercise of any right, remedy, or privilege granted by the Mortgage or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease so long as: (a) If Tenant is not in default under any provision of the Lease or this Agreement beyond any applicable notice and/or cure periods at the time Lender acquires exercises any Property such right, remedy or Pledged Collateral privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as a result Lender shall have approved, if such approval is required by the terms of ▇▇▇▇▇▇’s exercise the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of any remedies its obligations under the Loan DocumentsLease 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 shall agrees that (i) fully perform Borrower’s obligations with respect Tenant will not be named as a party to such Property any foreclosure or Pledged Collateral under this Agreement and other proceeding instituted by Lender to enforce the Transaction Documents in terms of the same manner and to Mortgage or the same extent Borrower would have been required to perform them, Lease Assignment; (ii) take no action that would prevent any sale or be inconsistent with Builder’s exercise other transfer of its rights under this Agreement and the Transaction DocumentsPremises or of the Landlord's interest in the Lease, including, without limitation, Builder’s right to acquire the Property pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession under the Option Agreement, Lease; and (iii) the Lease will continue in force and effect according to its original terms, or with such amendments as Lender shall have approved, if requested such approval is required 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release conditions of the Mortgage (and any liens and security interests created by or the Mortgage). Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentenceLease Assignment. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. Grantee 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, disturb and/or limit access to the Easement Areas or interfere with the use of the Easement Areas by Grantee and the Permitted Parties. Grantee shall have the express right to seek an injunction to prevent or cure interference if Grantor does not cure such interference within seventy‐two (a72) If Lender acquires hours of receipt of written notice by ▇▇▇▇▇▇▇. Grantor shall not suffer, grant, create, transfer, or convey (or cause to be suffered, granted, created, transferred, or conveyed) any Property claim, lien, encumbrance, easement, interest, restriction or Pledged Collateral 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 necessity of posting a result 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 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 ▇▇▇▇▇▇▇’s exercise sole and absolute discretion. Grantor agrees that it shall not, directly or indirectly, divert or solicit the business of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 Grantee 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 to Builder (or Lender Permitted Parties, 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender itself or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 on behalf of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business daysthird party. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

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 Tenant is not in default (beyond any period given Tenant to cure such default) in the payment of rent or in the performance of any of the material terms, covenants or conditions of the Lease on Tenant’s part to be performed (a) If Tenant’s possession and occupancy of the Demised Premises shall not be interfered with or disturbed by Lender acquires during the term of the Lease or any Property or Pledged Collateral extension thereof duly exercised by Tenant; (b) Lender will not name Tenant as a result 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 case Lender will not seek affirmative relief against Tenant, the Lease will not be terminated and Tenant's possession of the Demised Premises will not be disturbed; and (c) if Lender or any other entity acquires the Property through foreclosure, by other proceeding to enforce the Mortgage or by deed-in lieu of foreclosure or otherwise, ▇▇▇▇▇▇’s exercise 's possession of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement Demised Premises will not be disturbed and the Transaction Documents Lease will continue in the same manner full force 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 Transaction 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 to Builder effect between Lender (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 portion of the Property that was not subject to such Closingother entity) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 sentenceTenant. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. 2.1 So long as Tenant is not in default under any of the material terms, covenants or conditions of the Lease (a) If beyond any period provided to Tenant to cure such default by the terms of the Lease), Tenant's rights under the Lease and possession of the Premises thereunder shall not be affected or disturbed by Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s in the exercise of any of its rights or remedies under the Loan Documents. 2.2 Upon foreclosure of the Mortgage or the granting of a 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, Lender the Lease (including all renewal and other options contained therein) shall (i) fully perform Borrower’s obligations with respect continue in full force and effect as though the default giving rise to such Property 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 Pledged Collateral under this Agreement and possession of the Transaction Documents in Premises with the same manner 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 applicable cure period available to Tenant by law, in equity or by the terms of the Lease. Upon foreclosure under the Loan Documents or the granting of a deed in lieu thereof and receipt by Tenant of notice of the Successor Landlord’s interest, Tenant shall attorn to and recognize the Successor Landlord to the same extent Borrower would have been required to and with the same force as if the Successor Landlord were the landlord under the Lease and shall be bound by and perform them, (ii) take no action that would prevent or all of the obligations imposed upon Tenant under the Lease. Tenant's attornment hereunder shall be inconsistent effective and self-operative without the execution of any other instruments on the part of any party and shall be effective concurrently with Builder’s exercise such owner's acquisition of its rights under this Agreement and the Transaction Documents, including, without limitation, Builder’s right to acquire the Property pursuant leasehold title to the Option Agreement, and (iii) if requested by Builder, (A) execute any Property-related documents that are Premises. Landlord hereby irrevocably authorizes Tenant to be signed by a Borrower (e.g., final plat(s)), (B) release any Mortgage or Pledge with respect make payment of rent to any common areas or streets created or dedicated in connection with the development Successor Landlord upon receipt of the Property, aforementioned notice and (C) subordinate waives any Mortgage or Pledge to claims against Tenant for following any easement or declaration granted or created in connection with such demand received from the development of the PropertySuccessor Landlord. (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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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). 2.3 Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentence. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect (i) Builder’s rights under this Agreement, (ii) include Tenant in any material respect Builder’s foreclosure proceeding involving the Premises unless required to comply with the procedural requirements of applicable law and not to terminate Tenant's rights and interests under the Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentLease.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (aafter notice, if any, required by the Lease) If 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 Security Deed or in case Lender acquires takes possession of the Property pursuant to any Property provisions of the Security Deed or Pledged Collateral the Assignment of Leases, unless the lessor under the Lease would have had such right if the Security Deed or the Assignment of 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 Lender if Lender takes possession of the Property shall be (a) liable for any act or omission of any prior lessor under the Lease; or (b) liable for the return of any 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 lessor; or (d) bound by any base rent, percentage rent or any other payments which the lessee under the Lease might have paid for more than the current month to any prior lessor under the Lease; or (e) bound by any amendment or modification of the Lease made without Lender's prior written consent which shall not be unreasonably withheld; or (f) bound by any consent by any lessor under the Lease to any assignment or sublease of the lessee's interest in the Lease made without also obtaining ▇▇▇▇▇▇’s exercise of 's prior written consent which shall not be unreasonably withheld; or (g) personally liable for any remedies default under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property Lease or 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 any covenant or be inconsistent with Builder’s exercise of obligation on its rights under this Agreement and the Transaction 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 part to be signed by a Borrower (e.g.performed thereunder as lessor, 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 to 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 portion of the Property it being acknowledged that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense's sole remedy in the event of such default shall be to proceed against Purchaser's or ▇▇▇▇▇▇'s interest in the Property. Notwithstanding anything contained herein to be contrary, Lender shall execute such documents as may be reasonably requested by Builder have absolutely no obligation to evidence perform any of Landlord's construction covenants under the release of the Mortgage (and any liens and security interests created by the Mortgage). Lease, provided that if Lender shall not amend or modify any provisions of the Loan Documents requiring any release described perform such covenants in the preceding sentence. (c) Lender event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by ▇▇▇▇▇▇, then Tenant 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder have the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 terminate its obligations under the Transaction Documents, or (iii) Builder’s right Lease and to assert a claim as a creditor or interested party in pursue any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentand all legal remedies it may have against Landlord and any third parties other than Lender.

Non-Disturbance. Notwithstanding anything to the contrary in the Sublease or in this Consent, upon the expiration or earlier termination of the Master Lease (whether pursuant to a termination right expressly granted to Landlord or Tenant in the Master Lease or pursuant to an agreement between Landlord and Tenant entered into after the date 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 be automatically amended to provide that the Premises leased to Subtenant thereunder shall be expanded to include the Sublease Premises upon all of the terms and conditions of the Direct Lease, except that (a) If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender monthly Base Rent shall be increased by Forty-Four Thousand Eight Hundred Twenty-Six Dollars (i$44,826.00) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and for 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 Transaction 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 remainder 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 1st Phase (as defined in the Option AgreementDirect Lease); and (b) with respect Tenant’s Percentage Share shall be increased by 4.49% (to any Property constituting all or any portion 6.69% instead of a Homesite (as defined in 2.20%) for the Option Agreement) in accordance with the terms remainder of the Option Agreement 1st Phase. Landlord and Subtenant agree to enter into a written amendment to the payment of the purchase price required under the Option Agreement to Builder (or Lender on behalf of Builder)Direct Lease documenting such expansion; provided, the estate granted however, that such expansion shall be enforceable by either party notwithstanding any failure by the Mortgage with respect parties to enter into such portion of an amendment. Notwithstanding the Property with respect to such Homesite only (butforegoing, for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing) in no event shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect Landlord (i) Builder’s rights be liable for any default by Tenant under the Sublease or this AgreementConsent or for any other accrued obligation of Tenant under the Sublease or this Consent, (ii) in be liable for any material respect Builder’s rights security deposit, letter of credit or other security made by Subtenant under the Transaction DocumentsSublease except to the extent that such security shall have actually be transferred by Tenant to Landlord, (iii) be subject to any offsets, claims or counterclaims that shall have accrued in favor of Subtenant against Tenant, (iv) be bound by any payment or rent or additional rent that Subtenant may have paid for more than one (1) month in advance, or (iiiv) Builder’s right to assert a claim as a creditor be bound by any amendment or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, modification of the Sublease made without BuilderLandlord’s prior written consentconsent (but the provisions of this sentence are not intended to, and shall not, relieve Landlord of any liability or responsibility to Tenant under the Master Lease, or to Subtenant under the Direct Lease except with respect to the Sublease Premises as expressly set forth above in (i) through (v)). In no event shall the foregoing be construed to grant to Tenant any right to terminate the Master Lease or relieve Tenant from any liability to Subtenant for any termination of the Sublease in violation of the terms thereof.

Non-Disturbance. Mortgagee agrees that (a) If Lender acquires any Property Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or Pledged Collateral as a result of ▇▇▇▇▇▇affect Tenant’s exercise of any remedies under the Loan Documents(or, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 person or streets created entity claiming through or dedicated in connection with the development under Tenant, such person’s or entity’s) leasehold estate, use and possession 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 Premises or any portion of a Homesite (as defined in the Option Agreement) thereof in accordance with the terms of the Option Agreement Lease or any rights of Tenant (and any person or entity claiming through or under Tenant) under the Lease by reason of the subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding instituted under or in connection with the Mortgage and (b) if any action or proceeding is commenced by Mortgagee for the foreclosure of the Mortgage or the sale of the Port Authority Ground Lease and/or the Building pursuant to the Mortgage or any other proceeding to enforce the Mortgage, neither Tenant (nor any person or entity claiming through or under Tenant) shall be named or joined as a party therein, and the payment sale of the purchase price required 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 Option Agreement to Builder Mortgage (or Lender on behalf of Builder), other documents securing the estate granted indebtedness secured 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 portion of the Property that was not Mortgage) shall be made subject to such Closingall rights of Tenant (and any person or entity claiming through or under Tenant) shall automatically and without under the need for any further action by Lender or the Property LLCs cease, terminate, and be voidLease, provided that Lender, (i) at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release time 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) 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 such foreclosureaction or proceeding or at the time of any such sale or exercise of any such other rights set forth in clauses (a) or (b) of this Section 2, Lender shall send a notice to Builder (a “Purchase Option Notice”x) granting to Builder the right 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”). The right to purchase the Indebtedness Lease shall be exercisable for not less than [•] business days. in full force and effect and (dy) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender Tenant shall not take be in material default (after all applicable notices have been given and all applicable grace periods have expired) under any action with respect of the terms, covenants or conditions of the Lease on Tenant’s part to such proceeding that would adversely affect (i) Builder’s rights under this Agreement, be observed or performed and (ii) Tenant may only be so named or joined in any material respect Buildersuch action or proceeding if required by law, so long as (1) in connection with such naming and joining of Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights (or those of any person or entity claiming through or under Tenant) under this Agreement or the Transaction DocumentsLease, (2) none of Tenant’s rights (or those of any person 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, and (iii3) Builder’s right such naming or joining will not cause Tenant to assert a claim as a creditor or interested party in incur any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentcosts.

Non-Disturbance. Lender agrees that so long as conditions do not exist entitling Lessor to declare the Lease and any amendments (aincluding the Lease Amendment) If terminated, Lessee's possession and enjoyment of the Premises shall not be interfered with by Lender acquires any Property in a foreclosure action, sale, or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies other action or proceeding instituted under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 Deed of Trust. In the event of foreclosure of the PropertyDeed of Trust, and (C) subordinate any Mortgage whether by action pursuant to the power of sale therein contained or Pledge to any easement otherwise, or declaration granted or created in connection with the development of the Property. (b) Upon the consummation delivery of a Closing (as defined in deed to the Option Agreement) with respect to any Property constituting all or any portion thereof in lieu of foreclosure of the Deed of Trust, whereby the purchaser upon foreclosure of the Deed of Trust or the grantee under a Homesite (as defined deed in lieu of foreclosure of the Deed of Trust has notified Lessee that it has succeeded to the ownership of all interest in the Option AgreementProperty and the rights of Lessor under the Lease, then the Lease and any amendments (including the Lease Amendment) shall continue in full force and effect as a direct lease between such purchaser or grantee of the Property and Lessee, upon and subject to the terms, covenants, and conditions of the Lease and any amendments (including the Lease Amendment), including the power of such purchaser or grantee as landlord thereunder to terminate the interests of Lessee under and in accordance with the terms of the Option Agreement Lease and any amendments (including the payment Lease Amendment). Such purchaser or grantee will not disturb the possession of the purchase price required Lessee and will be bound by all of Lessor's obligations under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release of the Mortgage (Lease and any liens and security interests created by amendments (including the MortgageLease Amendment). Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentence. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (aafter notice, if any, required by the Lease) If 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 Security Deed or in case Lender acquires takes possession of the Property pursuant to any Property provisions of the Security Deed or Pledged Collateral the Assignment of Leases, unless the lessor under the Lease would have had such right if the Security Deed or the Assignment of 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 ▇▇▇▇▇▇’s exercise any such action or proceeding or deed in lieu of any remedies such action or proceeding (hereinafter called the "Purchaser") nor Lender if Lender takes possession of the Property shall be (a) liable for any act or omission of any prior lessor under the Loan DocumentsLease, except in the case of defaults of a continuing nature as to which the Lender has been given written notice; or (b) liable for the return of any 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 the lessee under the Lease might have against any prior lessor under the Lease; or (d) bound by any base rent, percentage rent or any other payments which the lessee under the Lease might have paid for more than the current month to any prior lessor under the Lease; or (e) bound by any amendment or modification of the Lease made without Lender's prior written consent; or (f) bound by any consent by any lessor under the Lease to any assignment or sublease of the lessee's interest in the Lease made without also obtaining Lender's prior written consent; or (g) 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 that Tenant's sole remedy in the event of such default shall be -to proceed against Purchaser's or 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, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and the Transaction Documents in the same manner and to the same extent Borrower would have been required absolutely no obligation to perform them, (ii) take no action that would prevent or be inconsistent with Builder’s exercise any of its rights under this Agreement and the Transaction 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 Landlord's construction covenants under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be voidLease, provided that Lender, at ▇▇▇▇▇▇’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). if Lender shall not amend or modify any provisions of the Loan Documents requiring any release described perform such covenants in the preceding sentence. (c) Lender event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Lender, then Tenant 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder have the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 terminate its obligations under the Transaction Documents, or (iii) Builder’s right Lease and to assert a claim as a creditor or interested party in pursue any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentand all legal remedies it may have against Landlord and any third parties other than Lender.

Non-Disturbance. 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 Tenant is not in default under any of the terms, covenants and conditions of the Lease beyond any applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (a) If Lender acquires any Property or Pledged Collateral each being referred to herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder and such event of foreclosure or conveyance in lieu of foreclosure shall not result in the termination of ▇▇▇▇▇▇the Lease or disturb the Tenant’s possession, quiet enjoyment or use of the Demised Premises, or diminish any of the rights of Tenant under the Lease, or increase any of Tenant’s obligations under the Lease, and the sale of the Property in any such action or proceeding and the exercise by Mortgagee of any remedies of its other rights under the Loan DocumentsMortgage shall be made subject to all rights of Tenant under the Lease (subject to the terms of this Agreement); provided, Lender further, however, that Mortgagee and Tenant agree that the following provisions of the Lease (if any) shall (i) fully perform Borrower’s obligations not be binding on Mortgagee or Acquiring Party: any option to purchase or any right of first refusal to purchase with respect to such Property or 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 Transaction 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 provision regarding the use of insurance proceeds 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) condemnation proceeds with respect to any the Property constituting all or any portion of a Homesite (as defined in the Option Agreement) in accordance which is inconsistent with the terms of the Option Agreement and the payment of the purchase price required under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. 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 Tenant complies with and performs its obligations under the Lease and there exists no “Event of Default” on the part of the Tenant under the Lease, (a) If Lender acquires the Lease shall continue in full force and effect as a direct Lease between the succeeding owner of the Property and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the terms of the Lease, and Secured Party will not disturb the possession of Tenant, and (b) the Property shall be subject to the Lease and Secured Party shall recognize Tenant as the tenant of the Property for the remainder of the 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, however, that Secured Party shall not be: a. subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including 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 or Pledged Collateral required as a result of ▇▇▇▇▇▇’s exercise fire or other casualty or by reason of any remedies condemnation unless Secured Party shall be obligated under the Loan Documents, Lender Lease to make such repairs and then shall (i) fully perform Borrower’s obligations with respect be obligated to finance the completion of such Property or Pledged Collateral under this Agreement and the Transaction Documents in the same manner and repairs only to the same extent Borrower would have been of casualty insurance proceeds or condemnation awards received; or d. 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 Transaction Documents, including, without limitation, Builder’s right make any capital improvements to acquire the Property pursuant which Landlord may have agreed to the Option Agreementmake, and (iii) if requested by Builderbut had not completed, (A) execute or to perform or provide any Property-services not related documents that are to be signed by a Borrower (e.g., final plat(s)), (B) release any Mortgage possession or Pledge with respect to any common areas or streets created or dedicated in connection with the development quiet enjoyment of the Property, and ; or e. be liable for any act or omission of any prior landlord (C) subordinate including Landlord); or f. bound by any Mortgage rent or Pledge additional rent which Tenant might have paid for more than the current month or any security deposit or other prepaid charge paid to any easement prior landlord (including Landlord); or g. bound by any amendment or declaration granted or created in connection with the development modification of the Property. Lease that results in a reduction of Base Rent or Additional Rent (b) Upon each as defined in the consummation Lease), or a shortening of a Closing the Lease Term (as defined in the Option AgreementLease) with respect to or a material increase in Landlord’s obligations made without Secured Party’s written consent. h. Secured Party shall not join Tenant in any Property constituting all action, suit 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release proceeding arising out of the Mortgage (and any liens and security interests created by or seeking to foreclose the Mortgage). Lender shall not amend , unless Tenant is deemed to be a necessary party under applicable Law in order for Secured Party to avail itself of and complete the foreclosure or modify any provisions of the Loan Documents requiring any release described in the preceding sentenceother remedy. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. Mortgagee agrees that (a) If Lender acquires any Property Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or Pledged Collateral as a result of ▇▇▇▇▇▇affect Tenant’s exercise of any remedies under the Loan Documents(or, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 person or streets created entity claiming through or dedicated in connection with the development under Tenant, such person’s or entity’s) leasehold estate, use and possession 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 Premises or any portion of a Homesite (as defined in the Option Agreement) thereof in accordance with the terms of the Option Agreement Lease or any rights of Tenant (and any person or entity claiming through or under Tenant) under the payment Lease by reason of the purchase price required subordination of the Lease to the Mortgage or by reason of any foreclosure action or any other action or proceeding instituted under or in connection with the Option Agreement to Builder Mortgage (or Lender on behalf of Builder), other documents securing the estate granted indebtedness secured by the Mortgage with respect to such portion of the Property with respect to such Homesite only Mortgage) and (but, b) if any action or proceeding is commenced by Mortgagee for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release foreclosure of the Mortgage or the sale of the Port Authority Ground Lease and/or the Building pursuant to the Mortgage or any other proceeding to enforce the Mortgage (and any liens and security interests created or other documents securing the indebtedness secured by the Mortgage). Lender , neither Tenant (nor any person or entity claiming through or under Tenant) shall not amend be named or modify any provisions joined as a party therein, and the sale of the Loan Documents requiring Port Authority Ground Lease and/or Building in any release described in such action or proceeding and the preceding sentence. exercise by Mortgagee of any of its other rights under the Mortgage (cor other documents securing the indebtedness secured by the Mortgage) Lender shall notify Builder 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 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 time of the commencement of any such foreclosureaction or proceeding or at the time of any such sale or exercise of any such other rights set forth in clauses (a) or (b) of this Section 2, Lender shall send a notice to Builder (a “Purchase Option Notice”x) granting to Builder the right 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”). The right to purchase the Indebtedness Lease shall be exercisable for not less than [•] business days. in full force and effect and (dy) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender Tenant shall not take be in default (after all applicable notices have been given and all applicable grace periods have expired) under any action with respect of the terms, covenants or conditions of the Lease on Tenant’s part to such proceeding that would adversely affect (i) Builder’s rights under this Agreement, be observed or performed and (ii) Tenant may be so named or joined in any material respect Buildersuch action or proceeding if required by law, so long as (1) in connection with such naming and joining of Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights (or those of any person or entity claiming through or under Tenant) under this Agreement or the Transaction Documents, Lease and (2) none of Tenant’s rights (or (iiithose of any person or entity claiming through or under Tenant) Builder’s right to assert a claim as a creditor under this Agreement or interested party in any bankruptcy, reorganization the Lease shall be impaired or insolvency case otherwise affected by such naming or proceedings affecting Borrower, in each case, without Builder’s prior written consentjoining of Tenant.

Non-Disturbance. (aLandlord agrees to promptly make written request of the holder(s) If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under existing mortgage or underlying lease for a non-disturbance agreement in favor of Tenant which provides, in substance, that so long as Tenant is not in default of any of the Loan Documentsterms, Lender covenants, conditions and agreements of this Lease beyond any applicable notice and/or cure period, Tenant’s possession of the demised premises shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and not be disturbed, provided, at the Transaction Documents in the same manner and to the same extent Borrower would have been required to perform themoption of said holder(s), (ii) take no action that would prevent or be inconsistent with Builder’s exercise of its rights under this Agreement and the Transaction DocumentsTenant shall execute, including, without limitation, Builder’s right to acquire the Property pursuant to the Option Agreementacknowledge, and (iii) if requested by Builder, (A) execute any Property-related documents that are deliver to be signed by a Borrower (e.g., final plat(s)said holder(s), within ten (B10) release days after request therefor, a subordination, non-disturbance and attornment agreement (“SNDA”), in form customarily required by said holder(s). Nothing herein shall be deemed to require Landlord to make any Mortgage expenditure or Pledge with respect to incur any common areas liability or streets created or dedicated obligation in connection with such request, and this Lease shall be unaffected by the development failure to obtain any such SNDA. Tenant’s subordination of this Lease to any future mortgage or underlying lease, however, shall be subject to receipt by Tenant of a non-disturbance agreement in favor of Tenant which likewise provides, in substance, that so long as Tenant is not in default of any of the Propertyterms, covenants, conditions and agreements of this Lease beyond any applicable notice and/or cure period, Tenant’s possession of the demised premises shall not be disturbed, provided, at the option of said holder(s), Tenant shall execute, acknowledge, and (C) subordinate any Mortgage or Pledge deliver 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 to Builder (or Lender on behalf of Buildersaid holder(s), the estate granted by the Mortgage with respect to such portion of the Property with respect to such Homesite only within ten (but, for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing10) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosurerequest therefor, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right to purchase the Indebtedness upon, and for no consideration other than, payment of all amounts due and owing an SNDA in form customarily required by Borrower under such Indebtedness (the “Loan Purchase Price”said holder(s). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. So long as Tenant is not in default under any of the terms, covenants or conditions of the Lease (aafter notice, if any, required by the Lease, and the expiration of any applicable cure period) If Lender acquires which default has continued to exist for such period of time (after notice, if any, required by the Lease, and the expiration of any Property applicable cure period) as would entitle Landlord to terminate the Lease or Pledged Collateral would cause, without any further action of Landlord, the termination of the Lease or would entitle Landlord to dispossess 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 result of 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 terminate the Lease and, Fee Owner agrees for itself and its successors in interest that ▇▇ ▇▇▇▇▇▇’s exercise ▇▇▇▇▇ Tenant's possession of any remedies the Leased Premises as described in the Lease and Tenant's other rights under the Loan DocumentsLease will not be disturbed during the term of the Lease, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction Documents, including, without limitation, Builder’s right to acquire the Property including any extensions thereof exercised 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 to Builder Lease (iii) Fee Owner (or Lender on behalf of Builder), the estate granted its successor) will recognize and abide 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 Lease and Tenant's rights thereunder, notwithstanding any release described other provisions in the preceding sentence. Ground Lease, and (civ) Lender shall notify Builder at least [10] business days before commencing any action by Fee Owner to enforce the Ground Lease by reason of a foreclosure (whether judicial default thereunder will not terminate the Lease or non-judicial) with respect to invalidate or constitute a Mortgage or Pledge. Within [10] business days after the commencement breach of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder of the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business daysterms thereof. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If If, at any time, Lender acquires or any Property person or Pledged Collateral as entity or any of their successors or assigns who shall acquire the interest of Landlord under the Lease through a result foreclosure of ▇▇▇▇▇▇’s the Security Instrument, the exercise of any remedies the power of sale under the Loan DocumentsSecurity Instrument, Lender a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a "New Owner") shall (i) fully perform Borrower’s obligations succeed to the interests of Landlord under the Lease, so long as the Lease is then in full force and effect, Tenant complies with respect to such Property or Pledged Collateral under this Agreement and no default after the Transaction Documents giving of any required notice, and expiration of any applicable grace period, under the Lease (a "Default") on the part of Tenant exists under the Lease, the Lease shall continue in full force and effect as a direct lease between the same manner 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 attorn to and accept any such New Owner as landlord under the Lease and to be bound by and perform all of 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 obligations imposed by the Transaction Documents, including, without limitation, Builder’s right to acquire the Property pursuant to the Option AgreementLease, and (iii) if requested by BuilderLender, (A) execute or 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 such New Owner of the Property, agrees that it will not disturb the possession of Tenant and (C) subordinate any Mortgage or Pledge to any easement or declaration granted or created in connection with the development will be bound by all of the Property.obligations imposed on the Landlord by the Lease; provided, however, that any New Owner shall not be: (a) liable for any act or omission of a prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or (b) Upon the consummation of a Closing (as defined in the Option Agreement) with respect subject to any Property constituting all claims, offsets or defenses which Tenant might have against any portion prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests 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 Landlord under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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.Lease; or (c) Lender shall notify Builder at least [10] business days before commencing bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a foreclosure 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 (whether judicial or non-judicial) with respect including Landlord), except to a Mortgage or Pledge. Within [10] business days after the commencement extent that such New Owner actually comes into exclusive possession of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days.same; or (d) If bound by any bankruptcyassignment (except as permitted by the Lease), reorganizationsurrender, release, waiver, cancellation, amendment or insolvency proceedings are commenced by or against Borrower, modification of the Lease made without the written consent of Lender which consent shall not take be unreasonably withheld, conditioned or delayed by Lender; or (e) responsible for the making of any action with respect 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 proceeding that would adversely affect (i) Builder’s rights under this Agreement, (ii) in any material respect Builder’s rights New Owner shall be obligated under the Transaction Documents, Lease to make such repairs and shall have received insurance proceeds or condemnation awards sufficient to finance the completion of such repairs; or (iiif) Builder’s right obligated to assert a claim as a creditor or interested party in make any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentpayment to Tenant except for the timely return of any security deposit actually received by such New Owner.

Non-Disturbance. Lender shall not, in the exercise of any right, remedy, or privilege granted by the Mortgage or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession of the Leased Premises under the Lease so long as: (a) If Tenant is not in default under any provision of the Lease or this Agreement beyond any applicable notice and/or cure periods at the time Lender acquires exercises any Property such right, remedy or Pledged Collateral privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as a result Lender shall have approved, if such approval is required by the terms of ▇▇▇▇▇▇’s exercise the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of any remedies its obligations under the Loan DocumentsLease 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 shall agrees that (i) fully perform Borrower’s obligations with respect Tenant will not be named as a party to such Property any foreclosure or Pledged Collateral under this Agreement and other proceeding instituted by Lender to enforce the Transaction Documents in terms of the same manner and to Mortgage or the same extent Borrower would have been required to perform them, Lease Assignment; (ii) take no action that would prevent any sale or be inconsistent with Builder’s exercise other transfer of its rights under this Agreement and the Transaction DocumentsPremises or of the Landlord's interest in the Lease, including, without limitation, Builder’s right to acquire the Property pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession of the Option Agreement, Leased Premises 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 approved, if requested such approval is required 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release conditions of the Mortgage (and any liens and security interests created by or the Mortgage). Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentenceLease Assignment. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. Notwithstanding the provisions of Section (a) If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documentshereof, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 themagrees that, (ii) take no action that would prevent or be inconsistent with Builder’s exercise if Lender exercises any of its rights under this Agreement and the Transaction Security Documents, including, without limitation, Builder’s right to acquire the Property including an entry by Lender pursuant to the Option AgreementIndenture or a foreclosure of, and (iii) if requested by Builderor exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (Aa) execute Tenant shall not be named or joined as a party defendant in any Property-related documents action or proceeding to foreclose the Indenture (except to the extent, if any, that are 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 court in which such action or proceeding has been commenced or is pending to name or join Tenant as a party defendant in any suit, action or proceeding for the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security under the Indenture and in any other suit, action or proceeding the purpose or intent of which shall be signed by a Borrower (e.g., final plat(s)to enforce Lender’s rights and remedies under the Security Documents), (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 Lease shall not be terminated or affected thereby and, so long as no “Default” (as defined in the Option AgreementLease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy of the Premises and Tenant’s rights and privileges under the Lease shall not be diminished, disturbed or intervened with respect to any Property constituting by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all or any portion of a Homesite the terms, covenants and conditions set forth in the Lease, and (c) so long as no “Default” (as defined in the Option AgreementLease) in accordance with shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Option Agreement and the payment of the purchase price required under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 sentenceLease. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. With respect to any sublease of the Demised Premises or any part thereof (a) If Lender acquires any Property which demises at least one full floor of the South Building, (b) the term of which is for at least ten (10) years or Pledged Collateral as a result for remainder of ▇▇▇▇▇▇’s exercise of any remedies 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 Loan Documents, Lender shall (i) fully perform Borrower’s obligations Impositions payable hereunder with respect to such Property or Pledged Collateral under this Agreement the premises demised thereby and the Transaction Documents in the same manner 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 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 extent Borrower would at the rate of the Minimum Rent payable hereunder applicable on a pro-rata basis); (d) which complies with the provisions of Section 14.4(a); (e) the subtenant under which is, in Landlord's reasonable judgment, financially sound and capable of performing its obligations thereunder, and Tenant shall have been required delivered to perform themLandlord evidence reasonably satisfactory to Landlord of such financial status; (f) 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 date of such sublease; and (iig) take no action that would prevent or be inconsistent with Builder’s exercise which provides that, after termination of its rights under this Agreement Lease and attornment by the Transaction Documentssubtenant to Landlord, includingthe subtenant shall not, without limitationthe prior written consent of Landlord, 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 sublease all or any portion part of the premises demised thereby or assign the sublease, except in either case, to a Homesite (as defined in wholly-owned subsidiary of, or an entity wholly owning, the Option Agreement) 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 terms 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 Option Landlord Non-Disturbance Agreement shall not be subject to arbitration. If the result of such arbitration shall be adverse to Landlord, Landlord shall not be liable for damages but Landlord shall then execute a Landlord Non-Disturbance Agreement. If Tenant shall make any 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 payment fees and disbursements of other professionals) incurred by Landlord in order to determine if the purchase price required under sublease complies with clauses (a) through (d) above, but not the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 costs of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”)arbitration. The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect (i) Builder’s rights under Notwithstanding anything in this Agreement, (ii) in any material respect Builder’s rights under the Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting BorrowerSection 14.9, in each case, without Builder’s no event shall the granting of a Landlord Non-Disturbance Agreement by Landlord to any subtenant be deemed to create any privity of estate between Landlord and such subtenant prior written consentto the date of any such attornment.

Non-Disturbance. (a) If Lender acquires Notwithstanding anything to the contrary in this Lease, if an Encumbrance, other than any Property or Pledged Collateral CC&R's, is created after the execution of this Lease, as a result condition to the subordination of ▇▇▇▇▇▇’s exercise 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 remedies Encumbrance in effect as of the date of this Lease, together with a side letter from Comerica Bank-California ("COMERICA SIDE LETTER") 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 Loan DocumentsLease or the SNDA with Comerica Bank-California) constitute a default by Tenant under this Lease or the SNDA by and among Comerica Bank-California, Lender Landlord and Tenant, nor shall such language or any subordination of Tenant's leasehold interest in accordance therewith invalidate or affect the nondisturbance obligation of Comerica Bank-California as set forth in the SNDA by and among Comerica Bank-California, Landlord and Tenant. If Landlord fails to deliver the required SNDA(s) and Comerica Side Letter within the 15-day period, then, as Tenant's sole and exclusive remedy, Tenant shall have the right to terminate this Lease by giving Landlord a written notice of termination within five (i5) fully perform Borrower’s obligations 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 Landlord's failure to deliver such Property or 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, (iiSNDA(s) take no action that would prevent or be inconsistent with Builder’s exercise of its rights under this Agreement and the Transaction 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 Propertyand/or Comerica Side Letter. (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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. This Lease Agreement shall be subordinate and subject to all ground or underlying leases and mortgages covering the fee of the property, or which at any time thereafter affect the property, and to all renewals, modifications, or replacements thereof; provided, however, that with respect to any ground lease agreement, underlying lease agreement, or 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 in any way affected by foreclosure, other default proceedings, or other succession in interest by or under any ground lease agreement, lease agreement mortgage, or obligation secured thereby, so long as Tenant complies with the terms, conditions, and covenants of this Lease Agreement and performs its obligations under this Lease Agreement (a) If Lender acquires any Property or Pledged Collateral said agreement being referred to herein as a result "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 any such ground lease agreement, underlying lease agreement, and/or mortgage entered into or executed subsequent to the date of this Lease Agreement. Landlord and ▇▇▇▇▇▇ 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 additional costs to Tenant by material alteration of the terms of this Lease Agreement, ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect ▇▇ agrees to indemnify Tenant for such Property or 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 Transaction 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 Propertycosts. (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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral So long as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations Tenant complies with respect to such Property or Pledged Collateral under this Agreement and is not in default under any of the Transaction Documents terms, covenants, or conditions of the Lease, the Lease shall continue in full force and effect as a direct lease between the same manner succeeding owner of the Property and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, except as otherwise set forth herein, for the balance of the term of the Lease. Tenant hereby agrees to adhere to and accept any such successor owner as landlord under the Lease, and to be bound by and perform all of 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 obligations imposed by the Transaction Documents, including, without limitation, Builder’s right to acquire the Property pursuant to the Option AgreementLease, and (iii) if requested by BuilderLender, (A) execute or 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 such successor owner of the Property, will not disturb the possession of Tenant, 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 Lender, or any purchaser at a sheriff’s sale or any successor owner of the Property shall not be: (Ci) subordinate liable for any Mortgage act or Pledge omission of a prior landlord (including Landlord) or subject to any easement offset, defense or declaration granted or created in connection with damages arising out of a default of any obligations of any preceding Landlord, except to the development extent said default is ongoing, relates to the physical condition of the Property and is not diligently cured by Lender after Lender takes possession of the Property. (b) Upon the consummation of a Closing (as defined , in the Option Agreement) with respect which case Lender shall, subject 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 Lease, be liable for damages arising on and after the payment of the purchase price required date it succeeded to Landlord’s title under the Option Agreement Lease; or (ii) subject to Builder any offsets or defenses which Tenant might have against any prior landlord (or Lender on behalf of Builderincluding Landlord), the estate granted by the Mortgage with respect but Tenant shall not be obligated to such portion pay to Lender or any purchaser at a sheriff’s sale or any successor owner of the Property with respect to such Homesite only (but, for the avoidance of doubt, not including any portion credits properly taken before Lender or any purchaser at a sheriff’s sale or any successor owner of the Property that was not subject succeeded to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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.interest; or (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right bound by any rent or additional rent which Tenant might have paid in advance to assert any prior landlord (including Landlord) for a claim 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 a creditor landlord the full amount of such deposit; or (iv) bound by any amendment or interested party in any bankruptcy, reorganization modification of the Lease made without the written consent of Lender or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentsuch other purchaser.

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral does hereby agree with Tenant that so long as a result of ▇▇▇▇▇▇’s exercise of any remedies Tenant is not in default under the Loan DocumentsLease (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, Lender shall without any further action of Landlord, the termination of the Lease or would entitle Landlord to dispossess Tenant thereunder, then: (i) fully perform BorrowerLender will take no action which will interfere with or disturb Tenant’s obligations with respect to such Property possession or Pledged Collateral use of the Premises or other rights under this Agreement and the Transaction Documents in the same manner and to the same extent Borrower would have been required to perform them, Lease; and (ii) take no action that would prevent or be inconsistent with Builder’s exercise of its rights under this Agreement and the Transaction 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 Agreementevent Lender or its successor or assign (Lender and any such successor or assign is herein referred to as the “Successor Landlord”) with respect to any Property constituting all or any portion becomes the owner 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 to Builder (or Lender on behalf of Builder), otherwise is in possession of) the estate granted Premises 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial or non-judicial) with respect ), exercise of a power of sale or other enforcement right under the Mortgage, exercise of the rights of a mortgagee in possession pursuant to the Mortgage or the Assignment pursuant to a Mortgage receivership or Pledge. Within [10] business days after otherwise, conveyance in lieu of foreclosure or other exercise of Lender’s remedies pursuant to the commencement Mortgage, the Assignment or any other documents exercised in connection therewith (any or all of any such foreclosure, Lender shall send a notice the foregoing hereinafter referred to Builder (as a “Purchase Option Notice”) granting to Builder the right 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 PriceForeclosure”). The right , neither the Lease nor any of Tenant’s rights pursuant to purchase the Indebtedness Lease shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganizationextinguished by reason of such Successor Landlord acquiring the interest of Landlord or coming into the possession of, or insolvency proceedings are commenced acquiring title to, the Premises by or against Borrowerreason of such Foreclosure. In any Foreclosure, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim join Tenant as a creditor or interested party in any bankruptcyaction or proceeding brought pursuant to the Mortgage in any manner which would alter, reorganization disturb or insolvency case invalidate Tenant’s rights to possess and use the Premises pursuant to the terms of the Lease, 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, (a) any interest of Tenant in an option or proceedings affecting Borrowerother 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 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 waive, negate or alter any covenant or agreement in each casethe Lease, without Builder’s prior written consentif any, which provides Landlord an option to cancel the Lease independent of any default on the part of Tenant.

Non-Disturbance. (a) If So long as no default on 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, which has continued to exist beyond the expiration of any applicable periods of notice and grace, as would entitle the Landlord to terminate the Lease or would cause, without any further action on the part of Landlord, the termination of the Lease or would entitle the Landlord to dispossess the Tenant thereunder, the Lease shall not be terminated, nor shall such Tenant's use, possession or enjoyment of the Leased Premises or rights under the Lease be adversely affected in any foreclosure or other action or proceeding in the nature of foreclosure, instituted under or in connection with the Security Deed, or, in case Lender acquires takes possession of the Property pursuant to any Property provisions of the Security Deed or Pledged Collateral the Assignment of Leases, unless the Landlord under the Lease would have had such right if the Security Deed or the Assignment of Leases had not been made. Neither the person or entity acquiring the interest of the lessor under the Lease as a result of ▇▇▇▇▇▇’s exercise any such action or proceeding or by way of any remedies deed in lieu of any such action or proceeding (hereinafter called the "Purchaser") nor Lender, if Lender takes possession of the Property or otherwise succeeds to the lessor's interest under the Loan DocumentsLease, shall be: (a) liable for any act or omission of any prior lessor under the Lease; or (b) liable for the return of any security deposit which Tenant under the Lease has paid to any prior lessor under the Lease, except to the extent that the amount thereof is turned over to the Purchaser or the Lender, as the case may be; or (c) subject to any offsets or defenses which the Tenant under the Lease might have against any prior lessor under the Lease; or (d) bound by the payment of any base rent, percentage rent or any other payments which the Tenant under the Lease might have paid for more than the current month to any prior lessor under the Lease; or (e) bound by any amendment or modification of the Lease made without Lender's prior written consent; or (f) bound by any consent by any lessor under the Lease to any assignment of the lessee's interest in the Lease or sublease of all or any portion of the Leased Premises made without Lender's prior written consent; or (g) 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 that Tenant's sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, 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 to have been performed, provided that if such party does not perform such obligations within a reasonable time after such succession, then Tenant shall have the right either: (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and terminate the Transaction Documents in the same manner Lease and to pursue any and all legal remedies it may have against Landlord and/or any third parties other than Lender or Purchaser; or (ii) upon the same extent Borrower 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 perform them, (ii) take no action that would prevent or be inconsistent with Builder’s exercise of its rights under this Agreement and the Transaction 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 pay under the Option Agreement to Builder (or Lender on behalf Lease in respect 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 sentenceconstruction work. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender acquires any Property Upon receiving Landlord’s notice of Tenant’s default or Pledged Collateral as a result notice of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 to Builder (or Lender on behalf of Builder)termination, 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs ceaseBeneficiary may cure Tenant’s failure to pay Net Rent, terminateAdditional 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 void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as entitled to reasonable additional time to cure. No provision of this Article may be reasonably requested 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 Builder to evidence Tenant. Landlord shall accept the release Lender’s or the Beneficiary’s performance of any Tenant covenant, condition, or agreement under this Lease with the Mortgage (same force and any liens effect as though performed by Tenant, and security interests created by when accepted, the Mortgage). Lease will remain in full force and effect between Landlord and Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentenceBeneficiary. (c) A. If a Tenant default on this Lease cannot be cured, the Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial or non-judicial) with respect the Beneficiary may direct the trustee to a Mortgage or Pledgeexercise the power of sale under the leasehold deed of trust as provided by law. Within [10] business days after Before exercising the commencement power of any such foreclosuresale, Lender shall send a notice the trustee may, but is not required to, first offer to Builder (a “Purchase Option Notice”) granting to Builder Landlord the right to purchase the Indebtedness uponall right, title, and interest in the leasehold encumbered under the deed of trust directly from the trustee and without public sale for no consideration other thanthe then outstanding balance due on the note or notes secured by the deed of trust, payment plus trustee's fees and costs of all amounts due and owing by Borrower under such Indebtedness (the “Loan Purchase Price”)sale. The trustee's offer to Landlord, if any, 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 Indebtedness shall Lender’s or the Beneficiary’s interest, the Lender or Beneficiary may: 1. Pursuant to the leasehold deed of trust and as provided by law, cause Tenant's interest in this Lease to be exercisable for transferred at foreclosure sale, to be judicially foreclosed, or to be conveyed by deed in lieu of foreclosure; or 2. Upon Landlord’s prior approval, which approval may not less than [•] business daysbe unreasonably withheld, cause Tenant's interest in this Lease to be transferred or 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 Lease to a financial institution acting as a bond trustee if 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 United States or an agency or department of the state of Arizona having jurisdiction over banks, savings-and-loan associations, or other similar financial institutions (“Bond Trustee”). (d) If any bankruptcyC. Except as otherwise provided in this Lease, reorganizationfrom the date on which Landlord receives notice of a leasehold deed of trust, or insolvency proceedings are commenced by or against Borrower, Lender shall Landlord may not take any action with respect to such proceeding that would adversely affect (i) Builder’s rights under amend this Agreement, (ii) Lease in any material respect Builderor accept a surrender of Tenant’s rights leasehold interest in this Lease without the prior written consent of the Lender or the Beneficiary, which consent may not be unreasonably withheld, conditioned, or delayed. D. If the Lender or Beneficiary forecloses a leasehold deed of 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 Transaction Documentsdeed 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 date Landlord approves the purchaser or grantee, except that Landlord’s approval is not required if the purchaser or grantee is a Bond Trustee. Landlord may not unreasonably withhold, condition, or (iii) Builderdelay approval of the purchaser or grantee as assignee of the Lease. The foreclosure will not affect Landlord’s right rights, title, or interest in or to assert a claim as a creditor the Premises, the Phase 2 Parcel, or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentthis Lease.

Non-Disturbance. (a) If Lender acquires any 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 Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise by reason of any remedies under the Loan Documentslegal proceeding, Lender so long as there shall (i) fully perform Borrower’s obligations with respect to such Property or 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 then exist no action that would prevent or be inconsistent with Builder’s exercise event of its rights under this Agreement and the Transaction 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 default (as defined in the Option Lease) on the part of Lessee under the Lease (following any applicable notice and cure period), Lender agrees for itself and its successors and assigns and for each Transferee that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect as a direct lease between Lessee, as tenant, and the Transferee holding title to the Property, as landlord, and Lender and each Transferee shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that if Lender or its designee is the “Transferee”, then Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender, as “Transferee”: any option to purchase with respect to the Property; any right of first refusal to purchase the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property constituting all or any portion of a Homesite (as defined in the Option Agreement) in accordance which is inconsistent with the terms of the Option Agreement and Deed of Trust; provided, further, however, that if Lender or its designee, as “Transferee”, elects not to apply insurance or condemnation proceeds to rebuild the payment of the purchase price required under the Option Agreement to Builder (or Lender building located on behalf of Builder), the estate granted by the Mortgage with respect to such portion of the Property with respect to such Homesite only (butin reliance on the foregoing, for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) then Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial Lessee of such election promptly following Lender’s receipt of such insurance or non-judicial) with respect to a Mortgage or Pledge. Within [10] business days after condemnation proceeds and upon receipt of such notice by Lessee, the commencement of any such foreclosure, Lender Lease shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business daysautomatically terminate. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. Notwithstanding the foregoing, Tenant's agreement to subordinate, to attorn to any holder of the reversionary interest in the real estate of which the demised premises forms a part or to any successor to Landlord's interest of such real estate, its waiver of rights, and its obligation to execute an attornment certificate, to the extent contemplated by this Lease, shall not take effect unless and until Tenant receives the holder's or successor's (aas the case may be) If Lender acquires any Property or Pledged Collateral agreement in writing that so long as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall Tenant is not in default hereunder: (i) fully perform Borrower’s obligations Tenant shall not be named or joined as a party defendant in any action or proceeding which may be instituted or taken by the holder of such reversionary interest or Landlord's successor in interest, as the case may be; and (ii) Tenant shall not be evicted from the demised premises, nor shall Tenant's leasehold estate or possession under this Lease be terminated or disturbed, nor shall any of Tenant's rights under this Lease be affected in any way, by reason of any default under any mortgage or ground lease with respect to the Shopping Center (or the real estate of which the Shopping Center is a part), that until such Property time as a subsequent holder of a reversionary interest in the real estate aforementioned (or Pledged Collateral Landlord's successor in interest) shall become the actual owner or holder of the Shopping Center and land, neither such holder or successor in interest shall have any obligation for the performance of any obligations of Landlord under this Agreement and Lease. In any case, such Landlord or successor under such ground or underlying lease shall not be bound by any prepayment on the Transaction Documents part of Tenant of any rent for more than one (1) month in the same manner and to the same extent Borrower would have been required to perform themadvance, (ii) take no action so that would prevent or rent shall be inconsistent with Builder’s exercise of its rights payable under this Agreement and the Transaction 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) Lease in accordance with its terms, from the terms date of the Option Agreement and the payment termination of the purchase price required under the Option Agreement to Builder (ground or Lender on behalf of Builder)underlying lease, the estate granted by the Mortgage with respect to as if such portion of the Property with respect to such Homesite only (but, for the avoidance of doubt, prepayment had not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 sentencebeen made. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. In the event of a foreclosure under the Deeds of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease which remains uncured following notice and the expiration of the applicable cure period, if any, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, nor shall any other right of Lessee under the Lease or any appurtenant interests of Lessee in the Property be disturbed, but rather the Lease shall continue in full force and effect and Lender and any successor to Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (aif any) If Lender acquires shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to any prospective purchaser of the Property; any provision regarding the Landlord’s use of insurance proceeds or Landlord’s condemnation proceeds with respect to the Property or Pledged Collateral as a result which is inconsistent with the terms of the Deeds of Trust; provided that ▇▇▇▇▇▇’s exercise failure to promptly apply the proceeds of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect insurance to such Property or Pledged Collateral under this Agreement and the Transaction Documents in the same manner and make repairs 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 Transaction 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 and conditions of the Option Agreement and the payment of the purchase price Lease, as required under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expensequiet use and enjoyment of the Property, shall execute such documents not be permitted so long as may be reasonably requested by Builder there shall then exist no breach, default, or event of default on the part of Lessee under the Lease which remains uncured following the delivery of any notice required pursuant to evidence the release Lease, if any and the expiration 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 sentenceapplicable cure period, if any. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender agrees that if Lender comes into possession of or acquires title to all or any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 part of the Property, and (C) subordinate any Mortgage Leased Premises 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 Lot (as defined in the Option AgreementLease) as a result of foreclosure or other enforcement of the Mortgage or the Assignment of Leases, or both, then so long as no default under the Lease by Tenant exists and continues beyond the expiration of 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 the lessor under the Lease to exercise any other remedy available to it on account of Tenant defaults under the Lease, the Lease shall not be terminated, nor shall Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with respect the Mortgage or the Assignment of Leases, or the acquisition of title to the Leased Premises, 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") or Lender if 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 lessor under the 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 the return of any security deposit which lessee under the Lease has paid under the Lease unless such security deposit is received by Lender; or (c) subject to any offsets or defenses which the lessee under the Lease might have against any prior lessor under the 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 base rent, or any other payments which the lessee under the Lease might have paid for more than the current month to any prior lessor under the Lease; or (e) bound by any amendment or modification of the Lease which reduces the rent, reduces the area of the Leased Premises, shortens the term or materially impairs the rights of Mortgagee thereunder without obtaining Lender's prior written consent or (f) 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 that Tenant's sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property constituting and the rents, or other proceeds arising therefrom, including but not limited to insurance proceeds for policies required to be carried by Landlord under the Lease. In the event that Lender or Purchaser acquires title to or possession of all or any portion part of the Leased Premises, whether pursuant to a Homesite 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 defined in an "Opt-In Construction Notice" and a notice delivered by the Option AgreementLender 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 of and provisions the Option Agreement and the payment of the purchase price required under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lease. If Lender or Purchaser delivers an Opt-In Construction Notice as aforesaid, then Lender or Purchaser shall be obligated to perform the Property LLCs cease, terminate, Construction Obligations in accordance with the terms and be void, provided that Lender, at ▇▇▇▇▇▇’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 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 no obligation to perform the Construction Obligations, and (b) Tenant may elect to terminate the Lease by providing written notice of such election to Lender or Purchaser. If Tenant elects to terminate the Lease, the Lease shall 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 release described further liabilities or obligations thereunder. If (a) Lender sells, conveys, assigns, pledges or transfers its interest in the preceding sentence. Loan, or (b) Lender sells the Leased Premises, or any part thereof, at a foreclosure sale, or (c) if Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial or non-judicial) with respect acquires title to a Mortgage or Pledge. Within [10] business days after the commencement of Leased Premises and subsequently conveys the Leased Premises, then, in any such foreclosureevent, concurrently with such transaction, Lender shall send a notice transfer, assign and convey all right, title and interest of the Lender in and to Builder (a “Purchase Option Notice”) granting the Security Deposit then held by it, if applicable, to Builder the right to purchase the Indebtedness uponsuch purchaser, and for no consideration other than, payment of all amounts due and owing by Borrower under such Indebtedness (the “Loan Purchase Price”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganizationassignee, or insolvency proceedings are commenced by transferee. Notwithstanding anything to the contrary contained in this Section, if Lender so transfers, assigns or against Borrowerconveys all right, title and interest of the Lender in and to the Security Deposit, if applicable, as aforesaid, then Lender shall not take any 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 have no liability for the Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentreturn of the Security Deposit.

Non-Disturbance. 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 by the lessee under the permitted lease beyond any applicable grace period, which would entitle the Company, as landlord, under the lease to terminate the lease, the Issuer shall not join the lessee as a party defendant in any action for eviction of the Company from the Mortgaged Property nor join the lessee in 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 lessee, as tenant, with all of the lessee’s rights thereunder for the balance of the term of the lease, except that the Issuer shall not: (a) If Lender acquires be bound by any Property or Pledged Collateral as a result prepayment of ▇▇▇▇▇▇more than one month’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and the Transaction Documents rent 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 advance of its rights under this Agreement and the Transaction 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.due date; or (b) Upon the consummation of a Closing (as defined in the Option Agreement) with respect be subject to any Property constituting all credits, offsets, defenses, claims or any portion of a Homesite (as defined in counterclaims which the Option Agreement) in accordance with lessee might have against the terms of the Option Agreement and the payment of the purchase price required under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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.Company; or (c) Lender be bound by any amendment or modification of the lease made without the Issuer’s consent. Nothing herein contained shall notify Builder at least [10] business days before commencing prevent the naming of the tenant as a foreclosure (whether judicial or non-judicial) with respect to a Mortgage or Pledge. Within [10] business days after the commencement of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect party to such eviction proceeding, if so naming such tenant is required by applicable law, provided tenant is not joined in such proceeding that would adversely affect (i) Builder’s rights under this Agreement, (ii) for the purposes of cutting off or terminating its estate in any material respect Builder’s rights the premises demised under the Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentlease.

Non-Disturbance. Grantee 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, disturb and/or limit access to the Easement Areas or interfere with the use of the Easement Areas by Grantee and the Permitted Parties. Grantee shall have the express right to seek an injunction to prevent or cure interference if Grantor does not cure such interference within seventy-two (a72) If Lender acquires any Property or Pledged Collateral as a result hours of receipt of written notice by ▇▇▇▇▇▇▇. 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 exercise use of the Easement Areas as contemplated herein and shall promptly undertake any remedies under remedial action necessary to comply with this Section. Grantee shall have the Loan Documentsexpress right, Lender shall (i) fully perform Borrower’s obligations with respect among others, to such Property seek an injunction to prevent any of the activities prohibited or Pledged Collateral to compel remedial actions under this Agreement Agreement, without the 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 Transaction Documents Permitted Parties and 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 compliance with Builder’s exercise of its rights under this Agreement and the Transaction 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 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 Option Agreement) with respect right to any Property constituting all use 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 to 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 occupy any portion of the Property that was not subject Premises to such Closing) shall automatically and a Third Party Competitor, without the need for any further action by Lender or the Property LLCs ceaseprior written consent of Grantee, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as which may be reasonably requested by Builder to evidence withheld, conditioned, and/or delayed in Grantee’s sole and absolute discretion. Grantor agrees that it shall not, directly or indirectly, divert or solicit the release business of the Mortgage (and Grantee or any liens and security interests created by the Mortgage). Lender shall not amend Permitted Parties, on behalf of itself or modify any provisions of the Loan Documents requiring any release described in the preceding sentence. (c) 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 on behalf of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business daysthird party. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. Lender shall not, in the exercise of any right, remedy, or privilege granted by the Mortgage or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease so long as: (a) If Tenant is not in default beyond any applicable grace periods under any provision of the Lease or this Agreement at the time Lender acquires exercises any Property such right, remedy or Pledged Collateral privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as a result Lender shall have approved, if such approval is required by the terms of ▇▇▇▇▇▇’s exercise the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of any remedies its obligations under the Loan DocumentsLease 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 shall 65 agrees that (i) fully perform Borrower’s obligations with respect Tenant will not be named as a party to such Property any foreclosure or Pledged Collateral under this Agreement and other proceeding instituted by Lender to enforce the Transaction Documents in terms of the same manner and to Mortgage or the same extent Borrower would have been required to perform them, Lease Assignment; (ii) take no action that would prevent any sale or be inconsistent with Builder’s exercise other transfer of its rights under this Agreement and the Transaction DocumentsDemised Premises or of the Landlord's interest in the Lease, including, without limitation, Builder’s right to acquire the Property pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession under the Option Agreement, Lease; and (iii) the Lease will continue in force and effect according to its original terms, or with such amendments as Lender shall have approved, if requested such approval is required 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release conditions of the Mortgage (and any liens and security interests created by or the Mortgage). Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentenceLease Assignment. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. Lender shall not, in the exercise of any right, remedy, or privilege granted by the Mortgage or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession or rights under the Lease so long as: (a) If Tenant is not in default beyond applicable notice and cure periods under any provision of the Lease or this Agreement at the time Lender acquires exercises any Property such right, remedy or Pledged Collateral privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as a result Lender shall have approved, if such approval is required by the terms of ▇▇▇▇▇▇’s exercise the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of any remedies its obligations under the Loan DocumentsLease 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 shall agrees that (i) fully perform Borrower’s obligations with respect Tenant will not be named as a party to such Property any foreclosure or Pledged Collateral under this Agreement and other proceeding instituted by Lender to enforce the Transaction Documents in terms of the same manner and to Mortgage or the same extent Borrower would have been required to perform them, Lease Assignment; (ii) take no action that would prevent any sale or be inconsistent with Builder’s exercise other transfer of its rights under this Agreement and the Transaction DocumentsDemised Premises or of the Landlord's interest in the Lease, including, without limitation, Builder’s right to acquire the Property pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession under the Option Agreement, Lease; and (iii) the Lease will continue in force and effect according to its original term, or with such amendments as Lender shall have approved, if requested such approval is required 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release conditions of the Mortgage (and any liens and security interests created by or the Mortgage). Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentenceLease Assignment. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If So long as no default exists, the Lease shall not be terminated, nor shall 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 case Lender acquires takes possession of the Property pursuant to any Property provisions of the Mortgage and assignment of rents and leases, unless the Landlord would have had such right to interfere if the Mortgage and assignment of rents and leases had not been made, except that Lender and the person or Pledged Collateral entity acquiring the interest of the Landlord as a result of ▇▇▇▇▇▇’s exercise any such action or proceeding or deed in lieu of any remedies such action or proceeding (the "Purchaser") shall not be (a) liable for any act or omission of any prior lessor under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and the Transaction Documents in the same manner and Lease which occurred prior to the same extent Borrower would have been required to perform them, (ii) take no action that would prevent date Lender or be inconsistent with Builder’s exercise of its rights under this Agreement and the Transaction 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 Purchaser obtained possession of the Property, and ; or (Cb) subordinate liable for the return of any Mortgage or Pledge security deposit which Tenant has paid to any easement prior lessor under the Lease unless such security deposit was actually delivered to Lender; or declaration granted (c) subject to any offsets or created in connection with defenses which the development Tenant might have against any prior lessor under the 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. (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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If bound by any bankruptcybase rent, reorganization, percentage rent or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect other payments which Tenant might have paid more than thirty (30) days in advance of amounts due for the current month to such proceeding that would adversely affect (i) Builder’s rights under this Agreement, (ii) in any material respect Builder’s rights prior lessor under the Transaction Documents, Lease; or (iiie) Builder’s right to assert a claim as a creditor bound by any amendment or interested party in any bankruptcy, reorganization modification of the Lease which increases the obligations or insolvency case responsibilities of Landlord thereunder or proceedings affecting Borrower, in each case, changes the rent or the term thereof and is made without Builder’s Lender's prior written consent; or (f) bound by any consent by any lessor under the Lease to any assignment or sublease of the Tenant's interest in the Lease made without also obtaining Lender's prior written consent; or (g) 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 that Tenant's sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property.

Non-Disturbance. 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) If Lender acquires any Property the Lease has not expired or Pledged Collateral as a result otherwise been earlier terminated in accordance with its terms, and (b) Tenant has not committed an Event of ▇▇▇▇▇▇’s exercise of any remedies Default under the Loan DocumentsLease which is still outstanding after expiration of all applicable cure periods, Lender 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 of the date of such Event of Default shall have such remedies as are available to Landlord under the Lease, 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) fully perform Borrower’s obligations with respect liable for any 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 Property or Pledged Collateral under default(s), pursuant to Section 5 of this Agreement and the Transaction Documents in the same manner and Agreement, prior to the same extent Borrower would have been required to perform themForeclosure Date, (ii) take no action subject to any offsets, claims or defenses that would prevent Tenant might be entitled to assert against Landlord, provided, however, that the Mortgagee or Successor Owner, as applicable, shall be inconsistent 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 BuilderSection 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, (iii) liable for any indemnification obligations of Landlord under the Lease as to matters occurring or arising prior to the Foreclosure Date, except to the extent that Mortgagee and/or Subsequent Owner, as applicable, had notice of the event giving rise to such indemnification obligation prior to the Foreclosure Date, (iv) INTENTIONALLY OMITTED, (v) bound by any base rent, percentage rent or any other payments which Tenant paid for more than the current month to Landlord or to any prior owner under the Lease, except to the extent actually paid over to Mortgagee, (vi) bound by any material amendment or modification of the Lease made without Mortgagee’s exercise prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, (vii) bound by any consent by Landlord under the Lease to any assignment or sublease of Tenant’s interest in the Lease made without also 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; (viii) personally liable for any default under the Lease or any covenant or obligation on its rights part to be performed thereunder as lessor or landlord, it being acknowledged that Tenant’s sole remedy in the event of such default shall be to proceed against Landlord’s or Mortgagee’s interest in the Real 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 this Agreement and the Transaction DocumentsLease or otherwise, including, without limitation, Builderany warranties or representations of Landlord respecting use, compliance with zoning, Landlord’s right 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 acquire be performed by Landlord, except as expressly set forth in this Agreement, or (xi) liable for any leasing commissions, the Property pursuant triggering event for which arose prior to the Option Agreement, and (iii) if requested by Builder, (A) execute date Mortgagee or any Property-related documents that are Subsequent Owner succeeded to be signed by a Borrower (e.g., final plat(s)), (B) release any Mortgage or Pledge with Landlord’s interest. With respect to any common areas or streets created or dedicated in connection with action which requires the development consent 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) Mortgagee in accordance with the terms of this Agreement, or if the Option Agreement and Tenant is required hereunder to seek, or desires to seek, the payment approval of the purchase price required under the Option Agreement Mortgagee prior to Builder (undertaking a particular action or Lender on behalf course of Builder)conduct, the estate granted 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 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 portion of the Property that was not subject to such Closing) shall automatically detailed background information and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents explanations as may be reasonably requested 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 Builder the Tenant in its communications, and if the Mortgagee fails to evidence respond (which response need be neither a statement of consent nor a refusal of consent) to the release 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 the contrary, 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 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 Mortgage Lease or to restore the Premises after a casualty or taking (and any liens and security interests created by to the Mortgageextent required under the Lease). Lender shall not amend or modify any provisions of , unless the Loan Documents requiring any release described in the preceding sentence. Tenant, within five (c5) Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial of receiving notice from the Mortgagee or non-judicial) Subsequent Owner, as applicable, that Mortgagee or Successor Owner is exercising its rights of Foreclosure with respect to a Mortgage or Pledge. Within [10] business days after the commencement of any such foreclosureProperty, Lender shall send a have delivered written notice to Builder (a “Purchase Option Notice”) granting the Mortgagee or Subsequent Owner specifying the leasehold improvements or other construction obligations which the Landlord was to Builder have performed at the right Property pursuant to purchase the Indebtedness upon, and for no consideration other than, payment Lease but which were not performed by the Landlord as of all amounts due and owing by Borrower under the date of such Indebtedness (the “Loan Purchase Price”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business daysnotice. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. 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 (a30) If Lender acquires any Property or Pledged Collateral as a result days following Tenant's execution and delivery of ▇▇▇▇▇▇’s exercise 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 remedies under future Mortgage any the Loan Documents, Lender shall lessor of any future Superior Lease intended to be superior to the interest of Tenant hereunder an agreement either (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and the Transaction Documents substantially in the same manner and to form annexed hereto as Exhibit 2 (with such changes thereto as may be reasonably required by the same extent Borrower would have been required to perform themfuture lender or lessor in accordance with customary lending or real estate practices) or, (ii) take no action that would prevent 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 within ten (10) business days following Tenant's receipt of the same, failing which this Lease shall be inconsistent with Builder’s exercise of its rights under this Agreement and the Transaction Documents, including, without limitation, Builder’s right deemed subordinate to acquire the Property any such future Mortgage or future Superior Lease pursuant to the Option Agreement, and (iii) if requested terms of subsection A of this Article 7. In the event the fees incurred 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 Landlord in connection with obtaining any subordination, non-disturbance and attornment agreement exceeds the development amount of $10,000.00, Tenant agrees to equally share the Propertybalance of such fees with Landlord, and payable as additional rent hereunder within ten (C10) 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 following Tenant's receipt of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business daysan invoice therefor. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (aafter notice, if any, required by the Lease) If 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 Security Deed or in case Lender acquires takes possession of the Property pursuant to any Property provisions of the Security Deed or Pledged Collateral the Assignment of Leases, unless the lessor under the Lease would have had such right if the Security Deed or the Assignment of 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 Lender if Lender takes possession of the Property shall be (a) liable for any act or omission of any prior lessor under the Lease; or (b) liable for the return of any 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 the lessee under the Lease might have against any prior lessor under the Lease; or (d) bound by any base rent, percentage rent or any other payments which the lessee under the Lease might have paid for more than the current month to any prior lessor under the Lease; or (e) bound by any amendment or modification of the Lease made without ▇▇▇▇▇▇’s exercise of 's prior written consent; or (f) bound by any remedies consent by any lessor under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect Lease to such Property any assignment or Pledged Collateral under this Agreement and sublease of the Transaction Documents lessee's interest in the same manner and to Lease made without also obtaining Lender's prior written consent; or (g) personally liable for any default under the same extent Borrower would have been required to perform them, (ii) take no action that would prevent Lease or be inconsistent with Builder’s exercise of any covenant or obligation on its rights under this Agreement and the Transaction 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 part to be signed by a Borrower (e.g.performed thereunder as lessor, 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 to 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 portion of the Property it being acknowledged that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense's sole remedy in the event of such default shall be to proceed against Purchaser's or ▇▇▇▇▇▇'s interest in the Property. Notwithstanding anything contained herein to be contrary, Lender shall execute such documents as may be reasonably requested by Builder have absolutely no obligation to evidence perform any of Landlord's construction covenants under the release of the Mortgage (and any liens and security interests created by the Mortgage). Lease, provided that if Lender shall not amend or modify any provisions of the Loan Documents requiring any release described perform such covenants in the preceding sentence. (c) Lender event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by ▇▇▇▇▇▇, then Tenant 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder have the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 terminate its obligations under the Transaction Documents, or (iii) Builder’s right Lease and to assert a claim as a creditor or interested party in pursue any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentand all legal remedies it may have against Landlord and any third parties other than Lender.

Non-Disturbance. 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 Tenant is not in default (after expiration of any applicable grace period) under the Lease, that: (a) If Lender acquires any Property or Pledged Collateral Tenant shall not be named as a result party defendant in any foreclosure action unless Tenant is deemed to be a necessary party; (b) subject to the next succeeding grammatical paragraph, the 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 ▇▇▇▇▇▇’s exercise of any remedies the Premises and Tenant's rights and privileges under the Loan DocumentsLease shall not be diminished, Lender interfered with or disturbed by such Agent or such other New Landlord by such foreclosure under the Mortgage or by any such attempt to foreclose 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 Landlord under the Lease, Tenant agrees as follows: (a) The Agent or such other New Landlord shall not be: (i) fully perform Borrower’s obligations with respect subject to such Property any credits, offsets, defenses, claims or Pledged Collateral under this Agreement and the Transaction Documents in the same manner and to the same extent Borrower would counterclaims which Tenant might have been required to perform them, against any prior landlord (including Landlord); (ii) take no action that would prevent bound by any rent or be inconsistent with Builder’s exercise of its rights under this Agreement and the Transaction Documents, including, without limitation, Builder’s right additional rent which Tenant shall have paid more than one (1) month in advance to acquire the Property pursuant to the Option Agreement, and any prior landlord (including Landlord); or (iii) if requested bound by Builder, (A) execute any Property-related documents that are covenant to be signed by a Borrower (e.g., final plat(s)), (B) release undertake or complete any Mortgage improvement to the Premises 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 No New Landlord (including, without limitation, Agent) shall be liable for: (i) any act or omission of any prior landlord (including Landlord); (ii) return of any security deposit made by Tenant to Landlord unless such New Landlord shall have actually received such security deposit from Landlord; or (iii) any payment to Tenant of any sums, or the consummation granting to Tenant of any credit, in the nature of a Closing (as defined in contribution towards the Option Agreement) with respect to any Property constituting all cost of preparing, furnishing or moving into the Premises 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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.thereof; and (c) Lender Tenant shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial or non-judicial) with respect look solely to a Mortgage or Pledge. Within [10] business days after the commencement Property for recovery of any judgment or damages from the Agent or such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right to purchase the Indebtedness uponother New Landlord, and for no consideration neither the Agent, such other thanNew Landlord, payment any partner, officer, director, shareholder or agent of them or any successor or assign of any of the foregoing shall have any personal liability, directly or indirectly, under or in connection with the Lease or this Agreement or any amendment or amendments to either thereof made at any time or times, heretofore or hereafter, and Tenant hereby forever and irrevocably waives and releases any and all amounts due and owing by Borrower under such Indebtedness (the “Loan Purchase Price”)personal liability. The right limitation of liability provided in this paragraph is in addition to, and not in limitation of, any limitation on liability applicable to purchase the Indebtedness shall be exercisable for not less than [•] business daysAgent or such other New Landlord provided by law or by any other contract, agreement or instrument. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. 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 (aa "Transfer") If Lender acquires 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 Property time, the holder of an interest in the demised premises ("Lender") or Pledged Collateral 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 1) the Lease is then in full force and effect, 2) Tenant complies with this Agreement and is not in default which cannot be cured, and 3) the Lease shall continue in full force and effect as a result 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 such New Owner as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, and Lender, or any such New Owner of the Property, agrees that it will not disturb the possession of Tenant and will be bound by all of the obligations imposed on the Landlord by 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 Security Instrument 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 be in derogation of the rights of Tenant as set forth in this Agreement. RENAISSANCE ACQUISITIONS, LLC, By: /s/ Kenn▇▇▇ ▇▇▇▇▇▇ --------------------------- Kenn▇▇▇ ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 themREAL MEDIA, (ii) take no action that would prevent or be inconsistent with Builder’s exercise of its rights under this Agreement and the Transaction DocumentsINC., 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at By: /s/ Mark ▇▇▇▇▇▇’s expense▇ --------------------------- Mark ▇▇▇▇▇▇▇, shall execute such documents as may be reasonably requested by Builder to evidence the release of the Mortgage 28 ADDENDUM TO LEASE DATED FEBRUARY 1, 1999 BETWEEN RENAISSANCE ACQUISITIONS LLC (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 sentenceHEREINAFTER "LANDLORD") AND REAL MEDIA, INC. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.HEREINAFTER "TENANT")

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise In the event of any remedies enforcement action under any of the Loan Documentsdocuments evidencing and/or securing the Loan, Lender shall (i) fully perform Borrower’s obligations with respect including but not limited to such Property foreclosure of the Deed of Trust, or 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 upon a sale of its rights under this Agreement and the Transaction Documents, including, without limitation, Builder’s right to acquire the Property pursuant to the Option Agreementtrustee’s power of sale contained therein, or upon a transfer of the Property by conveyance in lieu thereof, then: a. So long as Tenant complies with this Agreement and (iii) if requested by Builderan Event of Default under the terms, (A) execute covenants, or conditions of the 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 the Property and Tenant, upon and subject to all of the 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 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 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 and under this Agreement (Csuch attornment to be effective and self-operative without the 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 Property succeeding to the interest of the prior landlord (including Landlord) subordinate under the Lease), and in such event, Beneficiary, or any Mortgage or Pledge to any easement or declaration granted or created in connection with the development such other Successor Owner of the Property. (b) Upon , so long as there is not an Event of Default under the consummation of a Closing (as defined in the Option Agreement) with respect Lease, and pursuant 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 Lease, will not disturb the payment possession of Tenant, will be bound by all of the purchase price required 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 sale under power of sale or transfer in lieu thereof, Beneficiary, and any other Successor Owner of the Option Agreement to Builder Property, their successors and assigns, shall not be: (1) liable for any act or Lender on behalf omission of Buildera prior landlord (including Landlord), obligated to cure any defaults of any prior landlord (including Landlord), or subject to any offsets, credits, defenses or deductions which Tenant might have against any prior landlord (including Landlord), provided, however this subsection (1) does not apply to continuing defaults; (2) bound by any rent or other charge which Tenant might have paid 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 estate granted Lease permits Tenant to recover; (4) bound by the Mortgage any amendment, modification or other agreement with respect to the Lease made without the prior written consent of Beneficiary, which consent may be granted or denied in Beneficiary’s reasonable discretion; (5) liable for any security deposit not actually received by Beneficiary; or (6) bound by any notice given by Tenant to any prior landlord (including Landlord), whether or not such portion notice is given pursuant to the terms of the Property with respect Lease, unless a copy thereof was also given to such Homesite only (but, for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 sentenceBeneficiary. (c) Lender shall notify Builder b. Upon the written request of Beneficiary given at least [10] business days before commencing a foreclosure (whether judicial the time of or non-judicial) with respect to a Mortgage or Pledge. Within [10] business days at any time after the commencement of any such foreclosure, Lender trustee’s sale or other transfer, Tenant shall send execute an amended and restated lease of the Premises with Beneficiary or a notice to Builder (a “Purchase Option Notice”) granting to Builder Successor Owner upon the right to purchase same terms, covenants, conditions and provisions as the Indebtedness uponLease between Landlord and Tenant, as modified by this Agreement for the duration of the Term of the Lease. c. Beneficiary and for no consideration any other than, payment Successor Owner of all amounts due and owing by Borrower under such Indebtedness (the “Loan Purchase Price”). The right to purchase the Indebtedness Property shall be exercisable liable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action the performance of the obligations of the landlord under the Lease only with respect to those obligations which arise and accrue during Beneficiary’s or such proceeding that would adversely affect (i) Builderother Successor Owner of the Property’s rights under this Agreementownership of the Property, (ii) in any material as applicable; and from and after the transfer by Beneficiary or such other Successor Owner of 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 Builderto the landlord’s rights obligations under the Transaction Documents, Lease thereafter to be performed.. Any liability of Beneficiary or (iii) Builder’s right any such other Successor Owner of the Property to assert a claim Tenant for damages as a creditor result of the default of Beneficiary or interested party such other Successor Owner of the Property in any bankruptcy, reorganization the performance of the landlord’s obligations under the Lease to be performed by it as provided in this Agreement shall be satisfied only out of Beneficiary’s or insolvency case or proceedings affecting Borrower, such other Successor Owner of the Property’s interest in each case, without Builder’s prior written consentthe Premises.

Non-Disturbance. (a) If Lender acquires Fee Secured Party hereby agrees that so long as Lessee is not in default under the Lease beyond any applicable notice, cure, or grace period, (i) Lessee’s possession and occupancy of the Property and Lessee’s rights and privileges under the Lease shall not be disturbed by Fee Secured Party or Pledged Collateral any assignee or successor-in-interest to Fee Secured Party and (ii) Fee Secured Party shall not join Lessee as party to any action or proceeding brought as a result of ▇▇▇▇▇▇’s exercise of any remedies a default by Owner under the Loan DocumentsDeed of Trust or any other document associated with the Deed of Trust, Lender unless such joinder is required in order to complete the action or proceeding, in which case Fee Secured Party shall (i) fully perform Borrowerpay all costs or expenses incurred by Lessee in connection with having been so joined. Without limiting the generality of the foregoing, if Owner’s obligations with respect to such Property or Pledged Collateral under this Agreement and the Transaction Documents interest in the same manner Lease is acquired by Fee Secured Party, whether by purchase and sale, foreclosure, deed in lieu of foreclosure, or in any other way, action, or proceeding, or by any assignee or successor 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 Transaction DocumentsFee Secured Party, including, without limitation, Builderany purchaser at a foreclosure sale, (i) Lessee’s right to acquire rights and interest under the Property pursuant Lease shall continue in full force and effect otherwise subject to the Option Agreementterms of 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 (iii) if requested benefits of Lessee, Collateral Agent and the Secured Parties shall not by Builderoperation of law or otherwise be terminated or disturbed, (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 except in connection accordance with the development Lease. In the event the Collateral Agent or any of the PropertySecured Parties acquire Lessee’s interest in the Lease or the by foreclosure, deed in lieu of foreclosure, or otherwise, Fee Secured Party shall recognize the Collateral Agent or the Secured Parties as having all rights of Lessee under the Lease and (C) subordinate any Mortgage or Pledge to any easement or declaration granted or created in connection with the development of the Propertyunder this Agreement. (b) Upon the consummation of a Closing (as defined If Owner’s interest 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 Lease is acquired by Fee Secured Party, whether by purchase and the payment of the purchase price required under the Option Agreement to Builder (or Lender on behalf of Builder)sale, 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right to purchase the Indebtedness upon, and for no consideration other than, payment deed in lieu of all amounts due and owing by Borrower under such Indebtedness (the “Loan Purchase Price”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganizationforeclosure, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documentsother way, action, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcyproceeding, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.NONDISTURBANCE AND ATTORNMENT AGREEMENT #4842-0527-7211

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇Notwithstanding Lessor’s exercise of any remedies current default under the Loan Documents, Lender shall will not, in the exercise of any right, remedy or privilege granted by any Loan Document, or otherwise available to Lender at law or in equity, disturb Lessee's quiet enjoyment or possession of the Personal Property under the Personal Property Lease so long as: (i) fully perform Borrower’s obligations with respect to such Lessee is not in material default under the Personal Property Lease or Pledged Collateral under this Agreement and at the Transaction Documents in the same manner and to the same extent Borrower would have been required to perform themtime Lender exercises any such right, remedy or privilege, (ii) take no action the Personal Property Lease at that would prevent or be inconsistent with Builder’s exercise of time is in full force and effect according to its rights under this Agreement and the Transaction Documentsterms, 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 Lessee thereafter continues 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 perform all of its obligations under the development of the Property, Personal Property Lease without material default thereunder and (Civ) subordinate Lessee pays to Lender, upon written notice from Lender that Lessor has defaulted on its payment obligations to Lender under the Loan Documents, for application by Lender to amounts due from Lessor under the Loan Documents, the rental payments and any Mortgage or Pledge other amounts due from Lessee to any easement or declaration granted or created in connection with Lessor under the development of the PropertyPersonal Property Lease. (b) Upon receipt from Lender of written notice to pay rental payments and any other amounts due from Lessee to Lessor under the consummation Personal Property Lease to or at the direction of a Closing (as defined in Lender, Lessor hereby authorizes and directs Lessee thereafter to make all such payments to or at the Option Agreement) with respect direction of Lender, and releases Lessee from any and all liability to Lessor under the Personal Property Lease for any and all payments so made. Upon receipt of such notice, Lessee thereafter will pay all monies then due and becoming due from Lessee under the Personal Property constituting all Lease to or at the direction of Lender, notwithstanding any portion of a Homesite (as defined in the Option Agreement) in accordance with the terms provision of the Option Agreement and Personal Property Lease to the payment contrary. Such payments will continue until Lender directs Lessee otherwise in writing. The provisions of this Section 4(b) will apply throughout the term of the purchase price required under the Option Agreement to Builder (or Lender on behalf of Builder), the estate granted by the Mortgage with respect to such portion of the Personal Property with respect to such Homesite only (but, for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 sentenceLease. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender acquires agrees that if any Property action or Pledged Collateral proceeding is commenced by Lender for the foreclosure of or otherwise to enforce the Security Instruments or the sale of the Property. Tenant and any of its permitted subtenants shall not be named as a party therein unless such joinder shall be required by law; provided, however, such join shall not result in the termination of ▇▇▇▇▇▇the Lease or disturb the Tenant’s or such subtenant’s possession or use of the premises demised thereunder, and the sale of the Property in any such action or proceeding and the exercise by Lender of any remedies of its other rights under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property Note or 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 Transaction DocumentsSecurity Instrument, including, without limitationbut not limited to, BuilderLender’s right to acquire seeking the Property pursuant appointment of a receiver or accepting a deed in lieu of foreclosure or otherwise succeeding 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 rights 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 Landlord under the Option Agreement to Builder (or Lender on behalf of Builder)Lease, 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 portion of the Property that was not shall be made subject to such Closing) shall automatically all rights of Tenant and without its permitted assigns under the need for any further action by Lender or the Property LLCs cease, terminate, and be voidLease, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release time 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) 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 such foreclosureaction or proceeding or at the time of any such sale or exercise of any such other rights (a) the term of the Lease shall have commenced (or is due to commence on , Lender 20 ), pursuant to the provisions thereof, (b) Tenant or its permitted subtenants or assigns shall send be in possession of the premises demised under the Lease (or will be taking possession within a notice to Builder reasonable time after the commencement of the Lease), (a “Purchase Option Notice”c) granting to Builder the right to purchase the Indebtedness uponLease shall be in full force and effect, and for no consideration other than, payment of all amounts due and owing by Borrower under such Indebtedness (the “Loan Purchase Price”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender Tenant shall not take be in default under any action with respect of the terms, covenants or conditions of the Lease or of this Agreement on Tenant’s part to such proceeding that would adversely be observed or performed after having received notice and the expiration of any applicable grace period. Nothing set forth in this Agreement is intended to or shall impair, diminish or affect (i) Builder’s the rights under this Agreement, (ii) in of Landlord to enforce any material respect Builder’s rights obligation of Tenant under the Transaction Documents, Lease or (iii) Builder’s right to assert a claim take such action as a creditor is available to Landlord thereunder or interested party in under applicable law by reason of any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentdefault under the Lease beyond any applicable periods of notice and grace.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (aafter notice, if any, required by the Lease) If 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 Security Deed or in case Lender acquires takes possession of the Property pursuant to any Property provisions of the Security Deed or Pledged Collateral the Assignment of Leases, unless the lessor under the Lease would have had such right if the Security Deed or the Assignment of 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 ▇▇▇▇▇▇’s exercise any such action or proceeding or deed in lieu of any remedies such action or proceeding (hereinafter called the "Purchaser") nor Lender if Lender takes possession of the Property shall be (a) liable for any act or omission of any prior lessor under the Loan DocumentsLease; or (b) liable for the return of any 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 the lessee under the Lease might have against any prior lessor under the Lease; or (d) bound by any base rent, percentage rent or any other payments which the lessee under the Lease might have paid for more than the current month to any prior lessor under the Lease; or (e) bound by any amendment or modification of the Lease made without Lender's prior written consent; or (f) bound by any consent by any lessor under the Lease to any assignment or sublease of the lessee's interest in the Lease made without also obtaining Lender's prior written consent; or (g) 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 that Tenant's sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property. Notwithstanding anything contained herein to be contrary, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and the Transaction Documents in the same manner and to the same extent Borrower would have been required absolutely no obligation to perform them, (ii) take no action that would prevent or be inconsistent with Builder’s exercise any of its rights under this Agreement and the Transaction 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 Landlord's construction covenants under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be voidLease, provided that Lender, at ▇▇▇▇▇▇’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). if Lender shall not amend or modify any provisions of the Loan Documents requiring any release described perform such covenants in the preceding sentence. (c) Lender event of foreclosure or deed in lieu thereof and within a reasonable time following taking of possession by Lender, then Tenant 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder have the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 terminate its obligations under the Transaction Documents, or (iii) Builder’s right Lease and to assert a claim as a creditor or interested party in pursue any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentand all legal remedies it may have against Landlord and any third parties other than Lender.

Non-Disturbance. 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 Tenant is not in default under the Lease beyond any applicable cure period, (a) If Lender acquires any Property or Pledged Collateral the Lease shall continue in full force and effect as a result direct Lease between Lender and Tenant, upon and subject to all of ▇▇▇▇▇▇’s exercise the terms, covenants and conditions of any remedies under the Loan Documents, Lender shall Lease (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction Documents, including, without limitationlimitations, Builder’s right to acquire Tenant's rights of first offer and rights of first refusal set forth in Sections 44 and 45 of the Property pursuant to Lease), for the Option Agreementbalance of the term of the Lease, and Lender shall not disturb the possession of Tenant, and (iiib) if requested by Builder, (A) execute any Property-related documents that are the Premises shall be subject 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 Lease and Lender shall recognize Tenant as the tenant of the Property, and (C) subordinate any Mortgage or Pledge to any easement or declaration granted or created in connection with Premises for the development remainder of the Property. (b) Upon term of 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) Lease in accordance with the terms of the Option Agreement and the payment of the purchase price required under the Option Agreement to Builder (or Lender on behalf of Builder)provisions thereof; provided, the estate granted by the Mortgage with respect to such portion of the Property with respect to such Homesite only (buthowever, for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 be: i. subject to any claims, offsets or modify defenses which Tenant might have against any provisions prior landlord (including Landlord) unless Lender has received notice of the Loan Documents requiring same and the condition or circumstance giving rise to any release described 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 preceding sentence.period of time subsequent to the date upon which Lender succeeds to the rights of Landlord; (c) Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial ii. liable for any act or non-judicial) with respect to a Mortgage or Pledge. Within [10] business days after the commencement omission of any prior landlord (including Landlord) unless Lender has received notice of the same and such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, act or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 omission under the Transaction DocumentsLease continues following the date on which Lender succeeds to the rights of Landlord in which event, or 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 (iiiincluding Landlord) Builder’s right unless Lender has received notice of the same and such default under the Lease continues following the date on which Lender succeeds to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrowerthe rights of Landlord, in each casewhich event, without Builder’s 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; iv. bound by any rent or additional rent which Tenant might have paid more than one month in advance or any security deposit or other prepaid charge paid to any prior written consent.landlord (including Landlord) unless transferred to Lender;

Non-Disturbance. (a) If 3.1 So long as Tenant is not in default under any of the terms, covenants or conditions of the Lease beyond any period provided to Tenant to cure such default by the terms of the Lease, Tenant’s rights under the Lease and possession of the Premises shall not be affected or disturbed by Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s 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 such proceedings, Tenant may be joined therein. 3.2 Upon foreclosure of the Mortgage or the exercise of any 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, or any part thereof, the 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 and shall perform all of the duties and responsibilities of the Landlord under the Lease with the same force and effect and with the same priority in right as 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 applicable cure period available to Tenant under the terms of the Lease; provided, however; that neither Lender nor Foreclosure Purchaser shall: 3.2.1.1 be liable for any act or omission of any prior landlord unless such act or omission is continuing in nature and the same was described in a notice provided to Lender pursuant to Section 4.3 hereof; 3.2.1.2 be subject to any offsets or defenses which Tenant might have against any prior 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 current month to any prior landlord; 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, 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 the execution of any further instruments on the part of any party hereto. However, Tenant agrees to execute and deliver to Lender or 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, Lender Tenant shall (i) fully perform Borrower’s obligations with respect attorn to such Property or Pledged Collateral under this Agreement and recognize the Transaction Documents in then owner of the same manner and Premises to the same extent Borrower would have been and with the same force and effect as if such owner 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 title to the Premises. In such event, 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 perform them, (ii) take no action that would prevent or be inconsistent with Builder’s exercise of its rights under this Agreement and given to the Transaction Documents, including, without limitation, Builder’s right to acquire the Property Landlord by Tenant pursuant to the Option AgreementLease. Lender may, but shall have no obligation to, cure any default of Landlord by the last to occur of: 3.3.1 any time before the rights of the Landlord shall have been forfeited or adversely affected because of any default of the Landlord; 3.3.2 within the time permitted to Landlord for curing any default under the Lease as therein provided; or 3.3.3 within fifteen (15) days after its receipt of a notice specifying the default with respect to defaults that can be cured by the payment of money, and within thirty (iii30) 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 days after its receipt of such notice with respect to any common areas or streets created or dedicated other default unless such default cannot reasonably be cured in connection with the development of the Property, and thirty (C30) subordinate any Mortgage or Pledge to any easement or declaration granted or created days 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosurewhich event, Lender shall send a notice have thirty (30) days within which to Builder (a “Purchase Option Notice”) granting commence action necessary to Builder the right effect such cure and shall thereafter diligently prosecute such curative action 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business dayscompletion without interruption. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender agrees that if Lender comes into possession of or acquires title to all or any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 part of the Property, and (C) subordinate any Mortgage Leased Premises 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 Lot (as defined in the Option AgreementLease) as a result of foreclosure or other enforcement of the Mortgage or the Assignment of Leases, or both, then so long as no default under the Lease by Tenant exists and continues beyond the expiration of all applicable cure periods (after notice, if any, required by the Lease) as would entitle the Landlord under the Lease to terminate the Lease or would cause, without any further action on the part of such Landlord, the termination of the Lease, the Lease shall not be terminated, nor shall Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or the Assignment of Leases, or the acquisition of title to the Leased Premises, the person or entity acquiring the interest of the 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") or Lender if 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 lessor under the Lease provided that nothing herein shall (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 Lease or (ii) impair the Tenant's offset or abatement rights as provided in clause 2(c) below with respect to any Property constituting all continuing monetary defaults of Landlord under the Lease; or (b) liable for the return of any portion security deposit which Tenant under the Lease has paid under the Lease unless such security deposit is received by Lender; or (c) subject to any offsets, abatements or defenses which the Tenant under the Lease might have against any prior lessor under the Lease unless Lender has received prior written notice of a Homesite (as defined in the Option Agreement) offset, abatement or defense and opportunity to cure the same in accordance with the terms of the Option Agreement and the payment of the purchase price required under the Option Agreement to Builder (Paragraph 9 below; 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If bound by any bankruptcy, reorganizationbase rent, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 other payments which the Tenant under the Transaction DocumentsLease might have paid for more than the current month to any prior lessor under the Lease; or (e) bound by any amendment or modification of the Lease made without Lender's prior written consent (Lender hereby agreeing not to unreasonably withhold or delay its consent); or (f) bound by any assignment or sublease of the Tenant's interest in the Lease made without obtaining Lender's prior written consent (such consent not to be unreasonably withheld or delayed), except where the consent of the Landlord is not required pursuant to the provisions of Section 6.1.6 of the Lease; or (g) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as Landlord, it being acknowledged that Tenant's sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property and the rents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentother proceeds arising therefrom.

Non-Disturbance. (a) If Lender acquires any Property In the event of foreclosure of the Mortgage or Pledged Collateral as a result conveyance in lieu of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documentsforeclosure, Lender shall (i) fully perform Borrower’s obligations with respect to such Property which foreclosure or Pledged Collateral under this Agreement and the Transaction Documents in the same manner and conveyance occurs prior to the same extent Borrower would have been required to perform themexpiration of the term of the Lease, (ii) take no action that would prevent or be inconsistent with Builder’s exercise including any extensions and renewals of its rights under this Agreement and the Transaction Documents, including, without limitation, Builder’s right to acquire the Property pursuant to the Option Agreementsuch term now provided thereunder, 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 so long as an Event 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 Default (as defined in the Option Lease) by Tenant has not occurred under the terms, covenants and conditions of the Lease beyond any 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 herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession, quiet enjoyment or use of the Demised Premises, and the sale of the Property in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (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 Property constituting all or any portion provision regarding the use of a Homesite (as defined in casualty insurance proceeds from insurance purchased by Landlord on the Option Agreement) in accordance Premises which is inconsistent with the terms of the Option Agreement and the payment of the purchase price required under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. 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 Tenant is not in default hereof 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, and will be in the form that the Mortgagee typically provides tenants such as Tenant, taking into account the terms of this Lease, the creditworthiness of 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 plus a reasonable opportunity to cure such default; (ii) such Mortgagee shall not be bound by any modification or amendment to this Lease, or any cancellation or surrender of this Lease, without such Mortgagee’s consent, (iii) such Mortgagee shall not be bound by any obligation under this Lease or the Construction Rider (if any) to perform or pay for any improvements to the Premises; and (iv) such Mortgagee or any successor landlord shall not: (a) If Lender acquires be liable for any Property act or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise omission of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations prior landlord or with respect to such Property or Pledged Collateral under this Agreement and the Transaction Documents in the same manner and events occurring prior 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 acquisition of its rights under this Agreement and the Transaction 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. ownership; (b) Upon the consummation of a Closing (as defined in the Option Agreement) with respect be subject to any Property constituting all offsets or defenses which Tenant might have against any portion prior landlord; (c) be bound by prepayment of a Homesite more than one month’s rent, or (as defined in d) be liable for the Option Agreement) in accordance with return of any security deposit paid to any prior landlord. Landlord shall have no obligation to negotiate the terms of the Option Non-Disturbance Agreement and the payment of the purchase price required under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇Tenant’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganizationbehalf, or insolvency proceedings are commenced by to incur any legal fees or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect (i) Builder’s rights under this other out-of-pocket expenses in obtaining the Non-Disturbance Agreement, (ii) in any material respect Builder’s rights under the Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender acquires Notwithstanding anything to the contrary in this Lease, if an Encumbrance, other than any Property or Pledged Collateral CC&R’s, is created after the execution of this Lease, as a result 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 exercise 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 remedies Encumbrance in effect as of the date of this Lease, together with a side letter from Comerica Bank-California (“COMERICA SIDE LETTER”) 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 Loan DocumentsLease or the SNDA with Comerica Bank-California) constitute a default by Tenant under this Lease or the SNDA by and among Comerica Bank-California, Lender Landlord and Tenant, nor shall such language or any subordination of Tenant’s leasehold interest in accordance therewith invalidate or affect the nondisturbance obligation of Comerica Bank-California as set forth in the SNDA by and among Comerica Bank-California, Landlord and Tenant. If Landlord fails to deliver the required SNDA(s) and Comerica Side Letter within the 15-day period, then, as Tenant’s sole and exclusive remedy, Tenant shall have the right to terminate this Lease by giving Landlord a written notice of termination within five (i5) fully perform Borrower’s obligations 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 Landlord’s failure to deliver such Property or 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, (iiSNDA(s) take no action that would prevent or be inconsistent with Builder’s exercise of its rights under this Agreement and the Transaction 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 Propertyand/or Comerica Side Letter. (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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral as a result Subject to the rights of ▇▇▇▇▇▇’s exercise of any remedies AESOP Leasing and the Trustee under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement AESOP I Operating Lease and the Transaction Related Documents in and so long as each Sublessee satisfies its obligations hereunder, its quiet enjoyment, possession and use of the same manner and Vehicles subleased by such Sublessee hereunder will not be disturbed by the Sublessor during the Term, subject, however, to the same extent Borrower would have been required 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 perform theminspect such Vehicles without disturbing the ordinary conduct of such Sublessee's business. Each Sublessee acknowledges that such Sublessee's quiet enjoyment, (ii) take no action 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 would prevent or be inconsistent with Builder’s exercise of its rights under this Agreement to quiet enjoyment, possession and use of the Transaction DocumentsVehicles subleased by such Sublessee will be terminated upon the termination of the Sublessor's rights of quiet enjoyment, possession and use of such Vehicle or Vehicles under the AESOP I Operating Lease. If the sublease of any Vehicle subleased hereunder is terminated for any reason (including, without limitationbut not limited, 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)Section 3.1 hereof), (B) release any Mortgage or Pledge with respect to any common areas or streets created or dedicated in connection with then 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 to Builder (or Lender on behalf of Builder), the estate granted by the Mortgage Sublessee with respect to such portion Vehicle shall deliver such Vehicle to, or at the 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 with respect Sublessor. Upon the request of the Sublessor, AESOP Leasing or the Trustee from time to time, each Sublessee will make reasonable efforts to confirm to the Sublessor, AESOP Leasing and the Trustee the location, mileage and condition of each Vehicle subleased by such Homesite only (but, Sublessee hereunder and to make available for the avoidance of doubtSublessor's AESOP Leasing's or the Trustee's inspection within a reasonable time period, not including any portion 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 3 Business Days, make its records pertaining to the Property that was not subject Vehicles subleased by such Sublessee hereunder available to such Closing) shall automatically and without the need for any further action by Lender Sublessor, AESOP Leasing or the Property LLCs cease, terminate, and be void, provided that Lender, Trustee for inspection at ▇▇▇▇▇▇’s expense, shall execute the location where 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 sentenceSublessee's records are normally domiciled. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If So long as no default on the part of Tenant exists under the Lease which continues beyond the expiration of any applicable periods of notice and grace, as would entitle the Landlord to terminate the Lease or would cause, without any further action on the part of Landlord, the termination of the Lease or would entitle the Landlord to dispossess the Tenant thereunder, the Lease shall not be terminated, nor shall such Tenant’s use, possession or enjoyment of the 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 case Lender acquires takes possession of the Property pursuant to any Property provisions of the Mortgage or Pledged Collateral the Assignment unless the Landlord under the Lease would have had such right if the Mortgage or the Assignment had not been made. Neither the person or entity acquiring the interest of the Landlord under the Lease as a result of ▇▇▇▇▇▇’s exercise any such action or proceeding or by way of any remedies deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Lender, if Lender takes possession of the Property or otherwise succeeds to the Landlord’s interest under the Loan DocumentsLease, Lender shall be: (ia) fully perform Borrower’s obligations liable for any act or omission of the Landlord or any predecessor(s) in interest to the Landlord in the capacity of Landlord under the Lease, if any (together, the “Prior Landlord”), which was to have been performed under the Lease, except for defaults of a continuing nature; (b) liable for the return of any security deposit which Tenant under the Lease has paid to the Landlord or the Prior Landlord under the Lease, except to the 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 the 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 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 Landlord under the Lease, except with respect to such Property or Pledged Collateral under this Agreement estimated payments on account of Taxes and Operating Expenses to the Transaction Documents extent actually paid to Landlord to the extent provided in the same manner Lease; (e) except for the amendments and modifications described in the Preliminary Statements, bound by any amendment or modification of the Lease made without Lender’s prior written consent and not otherwise permitted under the Mortgage and/or the Assignment; (f) 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 successor to the same extent Borrower would have been required Landlord which first occurs prior to perform themthe Lender’s or the Purchaser’s taking of possession or ownership of the Property, (ii) take no action it being acknowledged that would prevent Tenant’s sole remedy in the event of such default shall be to proceed against the Purchaser’s or be inconsistent with BuilderLender’s exercise of its rights under this Agreement and the Transaction Documents, including, without limitation, Builder’s right to acquire then interest in the Property pursuant to the Option Agreementrecover any monetary damages, and provided that Purchaser or Lender shall be liable to cure defaults of a continuing nature; (iiig) if requested by Builder, (A) execute liable for or deemed to incur any Property-related documents that are to be signed by a Borrower (e.g., final plat(s)), (B) release any Mortgage or Pledge obligation with respect to any common areas breach of warranties or streets created representations of Landlord or dedicated 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 the contrary, 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 to have been performed, other than completing the initial build out of the Premises and providing the tenant improvement allowance 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 (therewith all as defined more particularly set forth in the Option Agreement) with respect Lease, as well as any ongoing maintenance and repair obligations which are required to any Property constituting all or any portion of a Homesite (as defined in be performed by the Option Agreement) in accordance with Landlord under the terms of the Option Agreement and Lease or to restore the payment of Premises after a casualty or taking (to the purchase price extent required under the Option Agreement to Builder (or Lender on behalf of BuilderLease), 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. Notwithstanding anything contained in this Article to the contrary, for so long as Tenant is not in default (a) If Lender acquires any Property or Pledged Collateral as a result after receipt of ▇▇▇▇▇▇’s exercise written notice and the expiration of any remedies applicable cure period ) of its obligation to pay any Base Rent or any Additional Rent payable pursuant to Article 5 hereof and no Event of Default then exists, 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 Loan Documentsdate hereof, Lender 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 (i15) fully perform BorrowerBusiness 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 Property holder or Pledged Collateral under this Agreement and lessor, as the Transaction Documents in case may be. (For 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 purposes of its rights under this Agreement and the Transaction 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”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.) granting to Builder Landlord shall be responsible for any fees or expenses charged by the right to purchase the Indebtedness upon, mortgagee or lessor for such SNDA and for no consideration other thanLandlord’s legal fees and expenses, payment of all amounts due and owing by Borrower under such Indebtedness (the “Loan Purchase Price”). The right to purchase the Indebtedness if any, in connection therewith, but Tenant shall be exercisable responsible for not less than [•] business days. (d) If any bankruptcyTenant’s own legal fees and expenses, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrowerif any, in each case, without Builder’s prior written consentconnection therewith.

Non-Disturbance. (a) If any action or proceeding is commenced by Lender acquires any for --------------- the foreclosure of the Mortgage or the sale of the Property or Pledged Collateral to enforce Lender's rights against Landlord under the Mortgage or the Note or other obligations secured thereby, Tenant shall not be named as a result of ▇▇▇▇▇▇’s exercise of party therein unless such joinder shall be required by law, provided, however, such joinder shall not, nor shall any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property suit, action, or Pledged Collateral under this Agreement and proceeding upon the Transaction Documents in Mortgage or the same manner and to the same extent Borrower would have been required to perform themNote or other obligation secured thereby, (ii) take no action that would prevent or be inconsistent with Builder’s exercise the foreclosure of its rights under this Agreement and the Transaction DocumentsMortgage, including, without limitation, Builder’s right to acquire the Property pursuant to the Option Agreement, and (iii) if requested by Builderthe enforcement of any rights under the Mortgage, (Aiv) execute any Property-related documents that are to be signed other document held by a Borrower the Lender, (e.g., final plat(s)v) any judicial sale or execution or other sale of the Property including the premises leased by the Tenant (the "Demised Premises"), (Bvi) release 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 Mortgage or Pledge with respect to any common areas the Note or streets created or dedicated other obligation secured thereby, result in connection with the development termination of the PropertyLease or disturb the Tenant's possession or use of the Demised Premises demised thereunder, 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 to Builder (or Lender on behalf of Builder), the estate granted by the Mortgage with respect to such portion sale of the Property with respect to in any such Homesite only (but, for action or proceeding and the avoidance exercise by Lender of doubt, not including any portion of its other rights under the Property that was not Note or the Mortgage shall be made subject to such Closing) shall automatically all rights of Tenant and without obligations of Landlord under the need for any further action by Lender or the Property LLCs cease, terminate, and be voidLease, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release time 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) 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 such foreclosureaction or proceeding or at the time of any such sale or exercise of any such other rights (a) the term of the Lease shall have commenced pursuant to the provisions thereof, Lender shall send a notice to Builder (a “Purchase Option Notice”b) granting to Builder the right 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”). The right to purchase the Indebtedness Tenant shall be exercisable for not less than [•] business days. in possession of the premises demised under the Lease, (c) the Lease shall be in full force and effect and (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender Tenant shall not take be in default past applicable grace or cure periods under any action with respect of the terms, covenants or conditions of the Lease or of this Agreement on Tenant's part to such proceeding that would adversely affect (i) Builder’s rights under this Agreement, (ii) in any material respect Builder’s rights under the Transaction Documents, be observed or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentperformed.

Non-Disturbance. (a) If Lender acquires Notwithstanding anything to the contrary in this --------------- Lease, if an Encumbrance, other than any Property or Pledged Collateral CC&R's, is created after the execution of this Lease, as a result condition to the subordination of ▇▇▇▇▇▇’s exercise 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 Tenant's sole and exclusive remedy, Tenant shall have the one-time right to terminate this Lease by giving Landlord a written notice of termination within three (3) business days after expiration of such 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance, the Security Deposit and any warrants delivered pursuant to the Warrant Agreement. If Tenant does not exercise such termination right within such 3- 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 under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to Landlord's failure to deliver such Property or 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 Transaction 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(sSNDA(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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. 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 by Landlord under this Lease nor result in any liability of Landlord to Tenant for any loss or damage resulting therefrom, but such failure by Landlord shall entitle Tenant to 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. If Lender acquires any Property or Pledged Collateral Tenant does not terminate this Lease within such ten (10) day period of time, then Tenant's right to thereafter terminate this Lease as a result of ▇▇▇▇▇▇’s exercise of Landlord's failure to obtain a Non-Disturbance Agreement from any remedies under the Loan Documents, current Lender shall (i) fully perform Borrower’s obligations with respect be forfeited and of no further force or effect, but Landlord shall nevertheless thereafter continue using commercially reasonable efforts to obtain such Property or Pledged Collateral Non-Disturbance Agreement. For purposes of this Lease a "NON-DISTURBANCE AGREEMENT" shall include subordination provisions and an assurance from the beneficiary under a deed of trust that Tenant's possession and this Lease, including any options to extend the Lease Term, will not be disturbed so long as Tenant is not in default 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 Transaction 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 PropertyLease. (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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. Mortgagee agrees that (a) If Lender acquires any Property Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or Pledged Collateral as a result of ▇▇▇▇▇▇affect Tenant’s exercise of any remedies under the Loan Documents(or, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 person or streets created entity claiming through or dedicated in connection with the development under Tenant, such person’s or entity’s) leasehold estate, use and possession 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 Premises or any portion of a Homesite (as defined in the Option Agreement) thereof in accordance with the terms of the Option Agreement Lease or any rights of Tenant (and any person or entity claiming through or under Tenant) under the payment Lease by reason of the purchase price required under subordination of the Option Agreement Lease to Builder (or Lender on behalf of Builder), the estate granted by the Mortgage or by reason of any foreclosure action or any other action or proceeding instituted under or in connection with respect to such portion the Mortgage and (b) if any action or proceeding is commenced by Mortgagee for the foreclosure of the Mortgage or the sale of the Property with respect pursuant to such Homesite only the Mortgage or any other proceeding to enforce the Mortgage, neither Tenant (butnor any person or entity claiming through or under tenant) shall be named or joined as a party therein, for and the avoidance of doubt, not including any portion sale of the Property that was not in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Mortgage (or other loan documents securing the indebtedness secured by the Mortgage) shall be made subject to such Closingall rights of Tenant (and any person or entity claiming through or under Tenant) shall automatically and without under the need for any further action by Lender or the Property LLCs cease, terminate, and be voidLease, provided that Lender, (i) at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release time 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) 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 such foreclosureaction or proceeding or at the time of any such sale or exercise of any such other rights set forth in clauses (a) or (b) of this Section 2, Lender shall send a notice to Builder (a “Purchase Option Notice”x) granting to Builder the right 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”). The right to purchase the Indebtedness Lease shall be exercisable for not less than [•] business days. in full force and effect and (dy) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender Tenant shall not take be in default (after all applicable notices have been given and all applicable grace periods have expired) under any action with respect of the terms, covenants or conditions of the Lease on Tenant’s part to such proceeding that would adversely affect (i) Builder’s rights under this Agreement, be observed or performed and (ii) Tenant may be so named or joined in any material respect Buildersuch action or proceeding if required by law, so long as (1) in connection with such naming and joining of Tenant, Mortgagee will not seek to terminate or extinguish Tenant’s rights (or those of any person or entity claiming through or under Tenant) under this Agreement or the Transaction Documents, Lease and (2) none of Tenant’s rights (or (iiithose of any person or entity claiming through or under Tenant) Builder’s right to assert a claim as a creditor under this Agreement or interested party in any bankruptcy, reorganization the Lease shall be impaired or insolvency case otherwise affected by such naming or proceedings affecting Borrower, in each case, without Builder’s prior written consentjoining of Tenant.

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) Lender shall notify Builder at least [10] 10 business days before commencing a foreclosure (whether judicial or non-judicial) with respect to a Mortgage or Pledge. Within [10] 10 business days after the commencement of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] 30 business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 With respect to any common areas mortgages currently affecting title to the Premises, Lessor shall obtain from the applicable mortgagee, a non-disturbance agreement in form and content reasonably acceptable to Lessee that provides that for as long as Lessee is not in default (beyond any time period given Lessee in the Lease to cure the default) in the payment of any Rent or streets created or dedicated in connection with the development performance of any of the Propertyother terms, and (C) subordinate any Mortgage covenants or Pledge to any easement or declaration granted or created in connection with the development conditions of the Property. (b) Upon Lease to be performed by Lessee, Lessee's possession of the consummation Premises and rights and privileges under the Lease shall not be diminished or interfered with by the mortgagee and Lessee's occupancy of a Closing (as defined the Premises shall not be disturbed during the term of the Lease. If the interests of the Lessor are acquired by the mortgagee or another third party, by reason of the foreclosure of the liens evidenced by the mortgage or other proceedings brought to enforce the rights of the holder of the liens evidenced by deed in lieu of foreclosure or other method and mortgagee or other third party succeeds to the Option Agreement) with respect to any Property constituting all interest of the Lessor under the Lease, the Lease and the rights of Lessee under the Lease shall continue in full force and effect and shall not be terminated or any portion of a Homesite (as defined in the Option Agreement) disturbed except in accordance with the terms of the Option Agreement Lease. Additionally, if the mortgagee or any third party succeeds to the interest of Lessor under the Lease, the mortgagee or such third party shall be bound to Lessee under all the terms, covenants and the payment conditions of the purchase price required Lease, as if that party were named as the Lessor under the Option Agreement to Builder (or Lender on behalf of Builder)Lease, and Lessee shall have the estate granted by the Mortgage with respect to such portion of the Property with respect to such Homesite only (but, same remedies against that party for the avoidance breach of doubtany term, not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender covenant, condition or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 agreement contained in the preceding sentence. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding Lease that would adversely affect (i) Builder’s rights under this Agreement, (ii) in any material respect Builder’s rights Lessee might have had under the Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentLease against the Lessor.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (aafter notice, if any, required by the Lease) If Lender acquires 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 Pledged Collateral 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 ▇▇▇▇▇▇’s exercise any such action or proceeding or deed in lieu of any remedies under such action or proceeding (hereinafter called the Loan Documents, Lender “Purchaser”) nor Agent if Agent takes possession of the Property shall be (ia) fully perform Borrower’s obligations liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to such the construction of the Property or Pledged Collateral under this Agreement and any improvements of the Transaction Documents in Leased Premises or 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 Transaction DocumentsProperty, including, without limitation, Builder’s right to acquire the Property payment of any construction allowance pursuant to the Option AgreementLease; 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, and made without Agent’s prior written consent; (iiif) if requested except any assignment or sublet permitted under the Lease as to which Landlord’s consent is not required, bound by Builderany assignment or sublet, made without Agent’s prior written consent; (Ag) execute bound by or responsible for any Property-related documents that are to be signed security deposit not actually received by a Borrower Agent; (e.g., final plat(s)), (Bh) release liable for or incur any Mortgage or Pledge obligation with respect to any common areas breach of warranties or streets created representations of any nature under the Lease or dedicated 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 connection with the development event of the Property, and (C) subordinate any Mortgage such default shall be to proceed against Purchaser’s or Pledge to any easement or declaration granted or created Agent’s interest 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (aafter notice, if any, required by the Lease) If 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 Security Deed or in the event that Lender acquires takes possession of the Property pursuant to any Property provis▇▇▇▇ ▇f the Security Deed or Pledged Collateral the Assignment of Leases, unless the lessor under the Lease would have had such right if the Security Deed or the Assignment of 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 Lender if Lender takes possession of the Property shall be (a) liable fo▇ ▇▇▇ act or omission of any prior lessor under the Lease other than defaults of a continuing nature that (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 the return of any security deposit or letter of credit which lessee under the Lease has paid or delivered to any prior lessor under the Lease 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 the lessee under the Lease might have against any prior lessor under the Lease; or (d) bound by any base rent, percentage rent or any other payments which the lessee under the Lease might have paid for more than the current month to Landlord or any prior lessor under the Lease; or (e) bound by any amendment or modification of any material term of the Lease made without Lender's prior written consent; or (f) 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 sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property and (ii) Lender's liability under ▇▇▇ Lease shall be limited to Lender's interest in the Property and in no event shall Lender ▇▇ ▇▇able for indirect or consequential damages. Notwithstanding anything contained herein to be contrary, Lender shall have absolutely no obligation to perform any of Landlord's construction covenants under the Lease, provided that if 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 Lender, then Tenant shall have the right to terminate its obli▇▇▇▇▇▇’s exercise of any remedies s under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and the Transaction Documents in the same manner Lease and to the same extent Borrower would pursue any and all legal remedies it may 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 Transaction 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release of the Mortgage (against Landlord 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 sentencethird parties other than Lender. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. Lender shall not, in the exercise of any right, remedy, or privilege granted by the Mortgage or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease so long as: (a) If Tenant is not in default under any provision of the Lease or this Agreement at the time Lender acquires exercises any Property such right, remedy or Pledged Collateral privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as a result Lender shall have approved, if such approval is required by the terms of ▇▇▇▇▇▇’s exercise the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of any remedies its obligations under the Loan DocumentsLease 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 shall agrees that (i) fully perform Borrower’s obligations with respect Tenant will not be named as a party to such Property any foreclosure or Pledged Collateral under this Agreement and other proceeding instituted by Lender to enforce the Transaction Documents in terms of the same manner and to Mortgage or the same extent Borrower would have been required to perform them, Lease Assignment; (ii) take no action that would prevent any sale or be inconsistent with Builder’s exercise other transfer of its rights under this Agreement and the Transaction DocumentsDemised Premises or of Landlord's interest in the Lease, including, without limitation, Builder’s right to acquire the Property pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession under the Option Agreement, Lease; and (iii) the Lease will continue in force and effect according to its original terms, or with such amendments as Lender shall have approved, if requested such approval is required 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release conditions of the Mortgage (and any liens and security interests created by or the Mortgage). Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentenceLease Assignment. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. So long as no default exists, nor any event of default has occurred, which has continued to exist for such period of time (aafter notice and cure period(s), if any, required by the Lease) If as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of Landlord, 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 any other rights provided by this Lease be interfered with nor shall the leasehold estate granted by the Lease be affected in any other manner, in any exercise of the power of sale contained in the Security Deed, or by any foreclosure or any action or proceeding instituted under or in connection with the Security Deed or in case the Lender acquires takes possession of the property described in the Security Deed pursuant to any Property provisions thereof, unless the lessor under the Lease would have had such right if the Security Deed had not been made, except that the person or Pledged Collateral entity acquiring the interest of the lessor under the Lease as a result of ▇▇▇▇▇▇’s exercise any such action or proceeding, and the successors and assigns thereof (hereinafter called “the Purchaser”) shall not be: (a) liable for any act or omission of any remedies prior lessor under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property Lease; or 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 Transaction 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 subject to any Property constituting all offsets or any portion of a Homesite (as defined in defenses which the Option Agreement) in accordance with the terms of the Option Agreement and the payment of the purchase price required lessee under the Option Agreement to Builder (Lease might have against any prior lessor under the Lease; 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial bound by any base rent, percentage rent or non-judicial) with respect to a Mortgage or Pledge. Within [10] business days after any other payments which the commencement of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 lessee under the Transaction Documents, Lease might have paid for more than the current month or (iii) Builder’s right the next month to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.lessor under the Lease; or

Non-Disturbance. (a) If Lender acquires any Property Simultaneously with the execution of this Lease, Landlord and Tenant agree to execute and deliver to Landlord’s mortgagee or Pledged Collateral as lender a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender non-disturbance agreement which shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and the Transaction Documents be substantially in the same manner form which is attached to and made a part hereof as Exhibit “F” (the “SNDA”). Landlord agrees, within twenty (20) Business Days after the date that Tenant and Landlord have executed this Lease, to obtain for Tenant’s benefit the same extent Borrower would SNDA that has been executed by the lender or mortgagee. In the event that Landlord does not deliver the fully executed SNDA to Tenant within twenty (20) Business Days after the date that Landlord and Tenant have been required executed and delivered the Lease, then Tenant shall have the right, exercisable within ten (10) days after the expiration of such twenty (20) Business Day period, to perform themterminate this Lease, (ii) take no action that would prevent or be inconsistent with Builder’s exercise of its rights under this Agreement in which event Landlord shall reimburse Tenant on demand for all reasonable, out-of-pocket costs, expenses and the Transaction Documents, including, without limitation, Builder’s right to acquire the Property pursuant to the Option Agreement, and (iii) if requested damages incurred 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 Tenant in connection with the development letter of intent and the PropertyLease, 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 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 (C) subordinate this Lease shall be superior to that mortgagee’s particular interest in the Property and this Lease. In the event that any Mortgage such current or Pledge to future beneficiary charges Landlord any easement costs or declaration granted or created fees in connection with reviewing the development Lease or in preparing or negotiating such non-disturbance agreement, and such costs and fees exceed the sum of the Property. Five Thousand and 00/100 Dollars (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 to Builder (or Lender on behalf of Builder$5,000.00), then Tenant shall pay to Landlord, upon demand, the estate granted by amount so charged in excess of Five Thousand and 00/100 Dollars ($5,000.00), as Additional Rent. Tenant hereby agrees that the Mortgage with respect form of SNDA that is attached to such portion this Lease as Exhibit “F” is a commercially reasonable form of the Property with respect to such Homesite only (but, for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business daysdisturbance agreement. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. With respect to any sublease of the Demised Premises or any part thereof (a) If Lender acquires any Property which demises at least one full floor of the South Building, (b) the term of which is for at least ten (10) years or Pledged Collateral as a result for remainder of ▇▇▇▇▇▇’s exercise of any remedies 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 Loan Documents, Lender shall (i) fully perform Borrower’s obligations Impositions payable hereunder with respect to such Property or Pledged Collateral under this Agreement the premises demised thereby and the Transaction Documents in the same manner 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 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 extent Borrower would at the rate of the Minimum Rent payable hereunder applicable on a pro-rata basis); (d) which complies with the provisions of Section 14.4(a); (e) the subtenant under which is, in Landlord's reasonable judgment, financially sound and capable of performing its obligations thereunder, and Tenant shall have been required delivered to perform themLandlord evidence reasonably satisfactory to Landlord of such financial status; (f) 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 date of such sublease; and (iig) take no action that would prevent or be inconsistent with Builder’s exercise which provides that, after termination of its rights under this Agreement Lease and attornment by the Transaction Documentssubtenant to Landlord, includingthe subtenant shall not, without limitationthe prior written consent of Landlord, 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 sublease all or any portion part of the premises demised thereby or assign the sublease, except in either case, to a Homesite (as defined in wholly-owned subsidiary of, or an entity wholly owning, the Option Agreement) 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 terms 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 Option Subtenant Non-Disturbance Agreement shall not be subject to arbitration. If the result of such arbitration shall be adverse to Landlord, Landlord shall not be liable for damages but Landlord shall then execute a Subtenant Non-Disturbance Agreement. If Tenant shall make any 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 payment fees and disbursements of other professionals) incurred by Landlord in order to determine if the purchase price required under sublease complies with clauses (a) through (d) above, but not the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 costs of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”)arbitration. The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect (i) Builder’s rights under Notwithstanding anything in this Agreement, (ii) in any material respect Builder’s rights under the Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting BorrowerSection 14.9, in each case, without Builder’s no event shall the granting of a Subtenant Non-Disturbance Agreement by Landlord to any subtenant be deemed to create any privity of estate between Landlord and such subtenant prior written consentto the date of any such attornment.

Non-Disturbance. With respect to any sublease of the Leased Premises or any part thereof: (a) If Lender acquires demising at least one full floor; (b) the term of which does not extend beyond the then current term of this Lease (unless Lessee gives the appropriate exercise notice); (c) the rent and additional rent under which (after deducting therefrom an amount corresponding to the Impositions payable hereunder with respect to the premises demised thereby and an amount equal to the expenses payable by Lessee to provide to the premises demised thereby the services referred to in clause (f) below) shall be no less than the portion of the Basic Rent payable hereunder applicable on a pro-rata basis to the premises demised thereby; (d) which provides for occupancy of the premises demised thereby only for purposes permitted by section 5 and specifically prohibiting use by any Property government or Pledged Collateral governmental agency, personnel agency or school; (e) the subtenant under which is financially sound and capable of performing its obligations thereunder; (f) 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 typical office buildings in downtown New York City comparable in size and age to the Building as of the date of such sublease; and (g) which provides that, after termination of this Lease and attornment by the subtenant to Lessor, the subtenant shall not, without the prior written consent of Lessor, sublease all or any part of the premises demised thereby or assign the sublease, except in either case, to a result wholly-owned subsidiary of, or a corporation wholly owning, the subtenant, or to a successor of ▇▇▇▇▇▇’s exercise the subtenant, by merger, sale of assets or consolidation, Lessor shall, upon Lessee's request, enter into with the subtenant thereunder an agreement in substantially the form attached hereto as Schedule C (a "non-disturbance agreement"). If, after Lessor has executed a non-disturbance agreement with respect to any remedies under sublease, Lessee and the Loan Documentssubtenant thereunder propose to amend such sublease, Lender shall (i) fully perform Borrower’s obligations and if Lessor would, pursuant to the foregoing provisions of this section 20.2, be required to enter into a non-disturbance agreement with respect to such Property or Pledged Collateral sublease as so amended, Lessor shall, upon Lessee's request, consent to such amendment as contemplated by section 2 of the non-disturbance agreement. Any dispute under this Agreement section 20.2 shall be resolved by arbitration; provided, however, that the form of the non-disturbance agreement shall not be subject to arbitration. If the result of such arbitration shall be adverse to Lessor, Lessor shall not be liable for damages but Lessor shall then execute a non-disturbance agreement or a consent to amendment. If Lessee shall make any request under this section 20.2, it shall reimburse Lessor the reasonable out-of-pocket expenses (including attorneys' fees and disbursements, credit investigation fees and the Transaction Documents fees and disbursements of other professionals) incurred by Lessor in order to determine if 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 Transaction 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender sublease or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents sublease as may be reasonably requested by Builder to evidence the release of the Mortgage amended complies with clauses (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 sentencea) through (g) above. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. Lender shall not, in the exercise of any right, remedy, or privilege granted by the Mortgage or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Lease so long as: (a) If Tenant is not in default beyond any applicable grace periods under any provision of the Lease or this Agreement at the time Lender acquires exercises any Property such right, remedy or Pledged Collateral privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as a result Lender shall have approved, if such approval is required by the terms of ▇▇▇▇▇▇’s exercise the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of any remedies its obligations under the Loan DocumentsLease without default thereunder beyond any applicable cure period; and 62 (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 shall agrees that (i) fully perform Borrower’s obligations with respect Tenant will not be named as a party to such Property any foreclosure or Pledged Collateral under this Agreement and other proceeding instituted by Lender to enforce the Transaction Documents in terms of the same manner and to Mortgage or the same extent Borrower would have been required to perform them, Lease Assignment; (ii) take no action that would prevent any sale or be inconsistent with Builder’s exercise other transfer of its rights under this Agreement and the Transaction DocumentsDemised Premises or of the Landlord's interest in the Lease, including, without limitation, Builder’s right to acquire the Property pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and subordinate to Tenant's possession under the Option Agreement, Lease; and (iii) the Lease will continue in force and effect according to its original terms, or with such amendments as Lender shall have approved, if requested such approval is required 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release conditions of the Mortgage (and any liens and security interests created by or the Mortgage). Lender shall not amend or modify any provisions of the Loan Documents requiring any release described in the preceding sentenceLease Assignment. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral So long as a result no Event of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 Default (as defined in the Option AgreementLease) 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 Tenant, the Lease shall not be terminated, nor shall Tenant’s use, possession or enjoyment of the Leased Premises or rights under the Lease be interfered with respect to in any Property constituting all foreclosure or any portion of a Homesite (as defined other action or proceeding in the Option Agreement) nature of foreclosure instituted under or in accordance connection with the terms of Mortgage or in the Option Agreement and the payment of the purchase price required under the Option Agreement to Builder (or event that Lender on behalf of Builder), the estate granted by the Mortgage with respect to such portion takes possession of the Property with respect pursuant to such Homesite only (but, for the avoidance of doubt, not including any portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 Mortgage or the Assignment of Leases, unless the lessor under the Lease would have had such right if the Mortgage or the Assignment of 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 release described such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the preceding sentence.“Purchaser”) nor Lender if Lender takes possession of the Property shall be (a) liable for any act or omission of any prior lessor under the Lease; or (b) liable for the return of any security deposit which Tenant has paid to any prior lessor under the Lease; or (c) Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial subject to any offsets or non-judicial) with respect to a Mortgage defenses which Tenant might have against any prior lessor under the Lease; or Pledge. Within [10] business days after the commencement of any such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If bound by any bankruptcybase rent, reorganization, percentage rent or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect other payments which Tenant might have paid for more than the current month to such proceeding that would adversely affect (i) Builder’s rights under this Agreement, (ii) in any material respect Builder’s rights prior lessor under the Transaction Documents, Lease; or (iiie) Builder’s right to assert a claim as a creditor bound by any amendment or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, modification of the Lease made without BuilderLender’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) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as lessor; or (g) liable for any of Landlord’s Construction-Related Obligation under the Lease. As used herein, a “Construction-Related Obligation” means any obligation of Landlord under the Lease to make, pay for, or reimburse Tenant for any alterations, demolition, or other improvements or work at the Property, including the Premises.

Non-Disturbance. The Lender does hereby agree with the Tenant that, so long as no Event of Default (as defined in the Lease) by Tenant exists, (a) If the Lender acquires any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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) will take no action that would prevent which will interfere with or be inconsistent with Builderdisturb the Tenant’s exercise possession or lawful use of its the Leased Premises or other rights under this Agreement the Lease, and (b) in the event the Lender becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, the Property shall be subject to the Lease and the Transaction Documents, Lender shall recognize the Tenant as a tenant on the Property for the remainder of the term of the Lease (as the same may be extended in accordance with the provisions of the Lease) and shall be bound by all of the terms of the Lease (including, without limitation, Builder’s right to acquire the Property pursuant to [Work Letter]); provided, however, that the Option AgreementLender shall not be liable for any act or omission of any prior landlord except for defaults of a continuing nature, 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 Landlord’s failure to provide the development of the Property, and (C) subordinate any Mortgage or Pledge [Work Letter] subject to any easement offsets or declaration granted defenses which the Tenant might have against any prior landlord except for any offsets or created credits against rent that Tenant is entitled to take or receive as expressed in connection with the development of Lease, nor shall the Property. (b) Upon the consummation of a Closing Lender be bound by any Base Monthly Rent (as defined in the Option AgreementLease) with respect which the Tenant might have paid for more than the current month to any Property constituting all prior landlord, nor shall Lender be bound by any material amendment or any portion of a Homesite (as defined in the Option Agreement) in accordance with the terms modification of the Option Agreement and the payment Lease unless Lender has received written notice of such material amendment or modification of the purchase price required under the Option Agreement to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 sentenceLease. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. If 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 senior secured lender, subordinate senior lender, purchase money equipment lender or equipment lessor of Tenant that is a party with Landlord to any consent, waiver or agreement pursuant to Section 32 of the Lease (ahereinafter "Tenant's Lender") If Lender acquires any Property or Pledged Collateral shall be named as a party to such action or proceeding unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb or interfere with Tenant's possession or use of the premises demised thereunder or any of Tenant's other rights under the Lease 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 ▇▇ ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇ ▇▇▇▇▇▇’s expense▇ Bank, shall execute such documents N.A., as may be reasonably requested by Builder to evidence agent for Tenant's current senior secured lenders), except as specifically set forth elsewhere in this Agreement, and the release sale of the Mortgage (Property in any such action or proceeding and the exercise by Lender of any of its other rights under the Note or the Security Instrument shall be made subject to all rights of Tenant under the Lease and any liens rights of any Tenant's Lenders (including, without limitation Tenant's current senior secured lenders under the Landlord's Waiver and security interests created by Agreement), provided that at the Mortgage). Lender shall not amend or modify any provisions time of the Loan Documents requiring any release described in the preceding sentence. (c) 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 such foreclosureaction or proceeding or at the time of any such sale or exercise of any such other rights, Lender an Event of Default, as defined in the Lease, by Tenant shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder not have occurred and be continuing and Landlord shall not have terminated the right 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”)Lease. The right immediately preceding sentence shall in no way be deemed a waiver of Lender's rights to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If enforce any bankruptcy, reorganization, or insolvency proceedings are commenced by or remedy against Borrower, Lender shall not take any 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 Tenant under the Transaction DocumentsLease, 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 (iii) Builder’s right to assert the acceptance of a claim as a creditor deed or interested party assignment in any bankruptcy, reorganization lieu of foreclosure or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentotherwise.

Non-Disturbance. (a) If Lender agrees that if Lender comes into possession of or acquires title to all or any Property or Pledged Collateral as a result of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 part of the Property, and (C) subordinate any Mortgage Leased Premises 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 Lot (as defined in the Option AgreementLease) as a result of foreclosure or other enforcement of the Mortgage or the Assignment of Leases, or both, then so long as no default under the Lease by Tenant exists and continues beyond the expiration of all applicable cure periods (after notice, if any, required by the Lease) as would entitle the Landlord under the Lease to terminate the Lease or would cause, without any further action on the part of such Landlord, the termination of the Lease, the Lease shall not be terminated, nor shall Tenant's use, possession or enjoyment of the Leased Premises and appurtenant rights and interests or rights under the Lease be interfered with. Following a foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or the Assignment of Leases, or the acquisition of title to the Leased Premises, the person or entity acquiring the interest of the Landlord under the Lease as a result of any such action or 106 proceeding or deed in lieu of any such action or proceeding (hereinafter called the "Purchaser") or Lender if 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 lessor under the Lease provided that nothing herein shall (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 Lease or (ii) impair the Tenant's offset or abatement rights as provided in clause 2(c) below with respect to any Property constituting all continuing monetary defaults of Landlord under the Lease; or (b) liable for the return of any portion security deposit which Tenant under the Lease has paid under the Lease unless such security deposit is received by Lender; or (c) subject to any offsets, abatements or defenses which the Tenant under the Lease might have against any prior lessor under the Lease unless Lender has received prior written notice of a Homesite (as defined in the Option Agreement) offset, abatement or defense and opportunity to cure the same in accordance with the terms of the Option Agreement and the payment of the purchase price required under the Option Agreement to Builder (Paragraph 9 below; 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If bound by any bankruptcy, reorganizationbase rent, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 other payments which the Tenant under the Transaction DocumentsLease might have paid for more than the current month to any prior lessor under the Lease; or (e) bound by any amendment or modification of the Lease made without Lender's prior written consent (Lender hereby agreeing not to unreasonably withhold or delay its consent); or (f) bound by any assignment or sublease of the Tenant's interest in the Lease made without obtaining Lender's prior written consent (such consent not to be unreasonably withheld or delayed), except where the consent of the Landlord is not required pursuant to the provisions of Section 6.1.6 of the Lease; or (g) personally liable for any default under the Lease or any covenant or obligation on its part to be performed thereunder as Landlord, it being acknowledged that Tenant's sole remedy in the event of such default shall be to proceed against Purchaser's or Lender's interest in the Property and the rents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentother proceeds arising therefrom.

Non-Disturbance. (a) If Lender acquires The subordination of this Lease to any Property ground lease, overriding lease, underlying lease or Pledged Collateral Mortgage referred to in Section 24.01 is expressly conditioned on the lessor or holder thereof expressly agreeing to execute and deliver a subordination, nondisturbance and attornment agreement with Tenant substantially in the form annexed hereto as Exhibit G and made a part hereof, but in no event shall such agreement impose any greater burden or obligations on Tenant or reduce any rights of Tenant beyond those set forth in Exhibit G (such agreement, an "SNDA"), to the effect that (i) Tenant will not be named or joined in any proceeding (or trustee's sale) to terminate such lease or reenter the premises thereof, or to enforce or foreclose the Mortgage unless such be required by law, provided that such proceeding shall not derogate the rights of Tenant under this Lease or the use and occupancy by Tenant (or its permitted assignees and subtenants) of the Premises, (ii) enforcement of any such lease or Mortgage shall not terminate this Lease or disturb Tenant in the possession or use of the Premises, (iii) any party succeeding to the interest of Landlord as a result of the termination of such lease or the lessor's reentry onto the premises thereof, or of the enforcement or foreclosure of the Mortgage shall be bound to Tenant, and Tenant shall be bound to such party, under all of the terms, covenants and conditions of this Lease, for the balance of the term of this Lease, including the Renewal Term (except as expressly set forth in Subsection 24.02(c) below), (iv) Tenant acknowledges the subordination referred to in Section 24.01, if requested by Landlord's Mortgagee or superior lessor, (v) insurance proceeds and Awards shall be first applied as provided in this Lease, and (vi) the Mortgage shall be subject and subordinate to the Easements Agreement. (b) If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to ▇▇▇▇▇▇’s ▇ or offset against the payment of rent or to claim a partial or total eviction, Tenant shall not exercise of any remedies under the Loan Documents, Lender shall such right (i) fully perform Borrower’s obligations with respect until Tenant shall have given notice of such act or omission to such Property or Pledged Collateral under this Agreement and the Transaction Documents in the same manner Landlord and to the same extent Borrower would each Landlord's Mortgagee and each superior lessor who has entered into an SNDA with Tenant, and whose then current name and address shall previously have been required furnished to perform themTenant, (ii) take no action that with respect to a notice of cancellation or termination, until the period which is five (5) business days (in the case of monetary defaults) or thirty (30) days (in the case of non-monetary defaults) beyond the date to which Landlord would prevent or be inconsistent with Builder’s exercise of its rights entitled under this Agreement Lease, after similar notice, to effect such remedy, shall have elapsed following the giving of such notice, provided that (x) such Landlord's Mortgagee or superior lessor shall with due diligence give Tenant notice of intention to, and promptly commence and with due diligence continue to, remedy such act or omission, and (y) such remedy shall be within five (5) business days (in case of monetary defaults) or thirty (30) days (in case of non-monetary defaults) after expiration of any time period available to Landlord (and subject to the Transaction Documentssame obligations applicable to Landlord) under the terms of this Lease or by law to effect a cure thereof, and (iii) with respect to a notice of abatement or offset or notice of partial or total eviction, until the period to which Landlord would be entitled under this Lease, after similar notice, to effect such remedy, shall have elapsed following the giving of such notice, provided that (x) such Landlord's Mortgagee or superior lessor shall with due diligence give Tenant notice of intention to, and promptly commence and with due diligence continue to, remedy such act or omission, and (y) such remedy shall be within the same time period available to Landlord (and subject to the same obligations applicable to Landlord) under the terms of this Lease to effect a cure thereof. Nothing contained in this Subsection 24.02(b) shall be deemed to permit or require the further extension of the cure periods beyond the applicable cure periods provided herein, including, without limitation, Builder’s right in the event (i) of force majeure, (ii) such Landlord's Mortgagee or superior lessor shall have commenced to acquire cure a default within the Property pursuant applicable time period but shall not have prosecuted the same to the Option Agreementcompletion within said time period, and and/or (iii) if requested possession of the Premises or the mortgaged property is required in order for such Landlord's Mortgagee or superior lessor to cure such default, or such default is not susceptible of being cured by Builder, (A) execute any Property-related documents that are such Landlord's Mortgagee or superior lessor. The aforesaid notice to Landlord's Mortgagees and superior lessors may be signed given by a Borrower (e.g., final plat(s)), (B) release any Mortgage or Pledge with respect Tenant to any common areas such Landlord's Mortgagee or streets created or dedicated in connection lessor simultaneously with the development giving of the Propertysuch notice to Landlord, and (C) subordinate or at 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 sentencetime thereafter. (c) Lender Supplementing the provisions of Subsection 24.02(a) above, if any superior lessor or Landlord's Mortgagee who has entered into an SNDA with Tenant, or any designee of any such lessor or Landlord's Mortgagee, shall notify Builder at least [10] business days before commencing succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a foreclosure new lease or deed, then such party so succeeding to Landlord's rights (whether judicial herein called "Successor Landlord") and Tenant shall enter into a written agreement whereby such Successor Landlord agrees to accept Tenant's attornment and Tenant agrees to attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease as if the Successor Landlord were the original landlord under this Lease, except that the Successor Landlord shall not be (i) bound by any payments of rent which Tenant might have made for more than one (1) month in advance to Landlord (or Landlord's predecessors in interest), (ii) liable to pay damages to Tenant for any breach, act, or omission or negligence of any prior Landlord (including the then defaulting Landlord), but shall nonetheless remain subject to any and all abatements, deductions, offsets, claims, counterclaims and/or defenses which shall have accrued to Tenant against any prior landlord (including the then defaulting Landlord) prior to the date that Successor Landlord shall have succeeded to the rights of Landlord under this Lease, but in any case, provided, however, such non-judicial) liability for damages shall neither diminish Successor Landlord's liability for continuing obligations of Landlord nor diminish Tenant's rights under this Lease with respect to a Mortgage or Pledge. Within [10] business days the continuing failure of Successor Landlord to perform the Landlord's obligations under this Lease after the commencement date that Successor Landlord succeeds to the interest of Landlord under this Lease; or (iii) bound by any agreement amending this Lease made without the Successor Landlord's consent (but only to the extent that such foreclosure, Lender amendment shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right to purchase the Indebtedness upon, and for no consideration other than, payment of all amounts due and owing by Borrower increase Successor Landlord's obligations or decrease Tenant's obligations under such Indebtedness (the “Loan Purchase Price”this Lease). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganizationrequested to do so by a first Landlord's Mortgagee who shall have entered, or insolvency proceedings are commenced by then be entering, into an SNDA with Tenant, Tenant shall agree to make reasonable changes to this Lease, provided that such changes (individually or against Borrower, Lender collectively) shall not take any action with respect to such proceeding that would adversely affect (i) Builder’s increase or decrease the term of this Lease or increase the rental, or (ii) increase any of Landlord's rights under this Agreement, (ii) in any material respect Builder’s rights under the Transaction DocumentsLease, or (iii) Builder’s right increase (except to assert a claim as a creditor or interested party in de minimis extent) any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentof Tenant's obligations under this Lease.

Non-Disturbance. (a) If Lender acquires any Property or Pledged Collateral Landlord agrees that so long as a result of ▇▇▇▇▇▇’s exercise of any remedies all rent and other sums payable by Borrower under the Loan DocumentsLease 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 disturb Borrower’s or Lender’s use and possession thereof and any notice of termination delivered by Landlord in violation of the foregoing shall be null and void. Landlord understands and agrees that Lender may, during such period as Lender is paying the rent under the Lease, take possession of the Leased Premises 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 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 assignee of an assignment in lieu of foreclosure shall (i) fully perform Borrower’s obligations be the tenant of the Leased Premises under the Lease and shall be accepted by the Landlord as such, provided that it then promptly and diligently cures any outstanding defaults with respect to such Property the Leased Premises which are reasonably capable of cure. No foreclosure or Pledged Collateral under this Agreement and other actions by Lender against the Transaction Documents in Borrower shall release or otherwise affect any rights or remedies the same manner and to Landlord may have against 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 Transaction 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 sentenceLease. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. If, at any time, Lender or any person or entity or any of their successors or assigns who shall acquire the 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 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 constitute a default (collectively, a "Default") on the part of Tenant, 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 attorn to and accept any such New Owner as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, and Lender, or any such New Owner of the Property, agrees that it will not disturb the possession of Tenant and will be bound by all of the obligations imposed on the Landlord by the Lease; provided, however, that any New Owner shall not be: (a) If liable for any act or omission of a prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or (b) subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease; or (c) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one (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 acquires fails to respond to in writing within fifteen (15) business days following Lender’s receipt of a written request for such consent; (e) responsible for the making of any improvement to the Property or Pledged Collateral as a result repairs in or to the Property in the case of ▇▇▇▇▇▇’s exercise 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 remedies under security deposit actually received by such New Owner. For purposes of this Agreement, the Loan Documents, Lender shall term “Material” means any amendment or modification of the Lease which does any one or more of the following: (i) fully perform Borrower’s obligations with respect to such Property reduces the rent (whether base rent or 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, additional rent payable by Tenant); (ii) take no action that would prevent reduces the term of the Lease; or be inconsistent with Builder’s exercise of its rights under this Agreement and (iii) imposes any material financial or construction obligation on landlord (including Landlord or New Owner) which is not set forth in the Transaction Documents, Lease (including, without limitation, BuilderLandlord’s right maintenance, repair and/or replacement obligations with respect to acquire the Property and the Premises). 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 Option AgreementSecurity Instrument to the extent necessary under applicable law in order for Lender to avail itself of and complete the foreclosure or other remedy, and (iii) if requested by Builder, (A) execute any Property-related documents that are to but such naming or joinder shall not 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 derogation of the Propertyrights of Tenant as set forth in this Agreement. If Lender joins Tenant in such action, 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 to Builder (or Lender on behalf of Builder)Landlord, 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect (i) Builder’s rights under executing this Agreement, (ii) in agrees to indemnify, defend and hold Tenant harmless from and against any material respect Builder’s rights under the Transaction Documentsloss, cost or (iii) Builder’s right to assert a claim as a creditor expense incurred or interested party in any bankruptcysuffered by Tenant, reorganization or insolvency case or proceedings affecting Borrowerincluding without limitation, reasonable attorneys’ fees and court costs, in each casebeing made a party to or arising from such action, without Builder’s prior written consentwhich indemnity shall survive termination or expiration of this Agreement.

Non-Disturbance. Landlord agrees to use commercially reasonable efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement from any 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 by Tenant and Landlord shall not be unreasonably withheld, 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 not be 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 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 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 that certain Option Agreement, a Memorandum of which is recorded among the 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 their designee or Beneficiary pursuant to such option or deed of trust, shall be conveyed subject to this Lease and the rights of Tenant hereunder. In addition to the foregoing, (a) If Lender acquires any Property the SNDA to be provided by Optionee and Beneficiary shall require Optionee or Pledged Collateral Beneficiary, as a result applicable, to assume the obligations of ▇▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction DocumentsLandlord hereunder, including, without limitation, Builder’s right to acquire the Property pursuant those arising prior to the Option Agreementdate it takes title to the Project, and (iiib) if requested by Builder, (A) execute any Property-related documents that are the SNDA to be signed by a Borrower (e.g., final plat(s)), (Bobtained from Optionee and Beneficiary shall recognize the specific offset rights of Tenant as set forth in Section C.2.(c) 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 PropertyExhibit C attached hereto. (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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.

Non-Disturbance. Mortgagee agrees that (a) If Lender acquires any Property Mortgagee shall not terminate the Lease nor shall Mortgagee disturb or Pledged Collateral as a result of ▇▇▇▇▇▇affect Tenant’s exercise of any remedies under the Loan Documentsleasehold estate, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement use 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 Transaction 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 possession 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 Premises or any portion of a Homesite (as defined in the Option Agreement) thereof in accordance with the terms of the Option Agreement and Lease or any rights of Tenant under the payment Lease by reason of the purchase price required under subordination of the Option Agreement Lease to Builder (or Lender on behalf of Builder), the estate granted by the Mortgage or by reason of any foreclosure action or any other action or proceeding 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 to such portion 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 the sale of the Property with respect pursuant to such Homesite only (butthe Mortgage or any other proceeding to enforce the Mortgage, for Tenant shall not be named or joined as a party therein, and the avoidance of doubt, not including any portion sale of the Property that was not in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Mortgage shall be made subject to such Closing) shall automatically and without all rights of Tenant under the need for any further action by Lender or the Property LLCs cease, terminate, and be voidLease, provided that Lender, (i) at ▇▇▇▇▇▇’s expense, shall execute such documents as may be reasonably requested by Builder to evidence the release time 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) 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 such foreclosureaction or proceeding or at the time of any such sale or exercise of any such other rights set forth in clauses (a) or (b) of this Section 2, Lender (x) the Lease shall send a notice to Builder be in full force and effect and (a “Purchase Option Notice”y) granting to Builder Tenant shall not be in default (after all applicable notices have been given and all applicable grace periods have expired in accordance with the right to purchase terms of the Indebtedness uponLease) under any of the terms, covenants or conditions of the Lease, and for no consideration other than(ii) Tenant may be so named or joined in any such action or proceeding if required by law, payment so long as (1) in connection with such naming and joining of all amounts due and owing by Borrower under such Indebtedness (the “Loan Purchase Price”). The right Tenant, Mortgagee will not seek to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, terminate or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect (i) Builderextinguish Tenant’s rights under this Agreement or the Lease, except as specifically set forth elsewhere in this Agreement, and (ii2) in any material respect Buildernone of Tenant’s rights under this Agreement or the Transaction DocumentsLease 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 by reason of any such sale or exercise of any such other rights set forth in clauses (a) or (iiib) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentof this Section 2.

Non-Disturbance. The Lease and all rights of Tenant hereunder are and shall be subject and subordinate to the lien and security title of any Mortgage (aas hereinafter defined) If Lender acquires any Property presently existing or Pledged Collateral hereafter encumbering the Building provided that the holder of said Mortgage agrees not to disturb Tenant’s possession of the Leased Premises so long as Tenant is not in default hereunder, as evidenced by a result of subordination, non-disturbance agreement signed by said holder. Promptly following ▇▇▇▇▇▇▇▇’s exercise of any remedies under the Loan Documentsrequest, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or 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 Transaction 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’s expense, ▇ shall execute such documents as may be reasonably requested by Builder a subordination and non-disturbance agreement. For purposes of this Lease, “Mortgage” shall mean any or all mortgages, deeds to evidence secure debt, deeds of trust or other instruments in the release of the Mortgage (nature thereof, and any liens and security interests created by the Mortgage). Lender shall not amend amendments, modifications, extensions or modify any provisions of the Loan Documents requiring any release described in the preceding sentence. (c) Lender shall notify Builder at least [10] business days before commencing a foreclosure (whether judicial or non-judicial) with respect to a Mortgage or Pledgerenewals thereof. Within [ten (10] business ) days after the commencement following receipt of any a written request from Landlord, Tenant shall execute and deliver to Landlord an estoppel certificate in such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect form as Landlord may reasonably request certifying (i) Builder’s rights under that this AgreementLease is in full force and effect and unmodified or stating the nature of any modification, (ii) in any material respect Builder’s rights under the Transaction Documentsdate to which rent has been paid, or (iii) Builderthat there are not, to Tenant’s right knowledge, any uncured defaults or specifying such defaults if any are claimed, and (iv) any other matters or state of facts reasonably required respecting the Lease, it being intended that any such statement delivered pursuant hereto may be relied upon by Landlord and by any purchaser or mortgagee of the Building. No owner of the Leased Premises, whether or not named herein, shall have liability hereunder after it ceases to assert hold title to the Leased Premises. Landlord represents and warrants that as of the date of this Ninth Amendment, the Building is not encumbered by a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consentMortgage.

Non-Disturbance. 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 Tenant is not in default in its obligations hereunder beyond applicable grace periods, (a) If Lender acquires Tenant will not be made a party in any action or proceeding by such Senior Holder to recover possession of the Property and/or the Premises, or to any trustee's or sheriff's sale of the Property or Pledged Collateral to foreclose any mortgage, (b) Tenant's possession shall not be disturbed by such Senior Holder, and (c) this Lease shall not be cancelled or terminated by such Senior Holder and shall continue in full force and effect upon such foreclosure or recovery of possession as a direct lease between Tenant and the person or entity acquiring the interest of Landlord, or between Tenant and the Overlessor, as the 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 ▇▇▇▇▇▇’s exercise foreclosure or trustee's sale nor any successor or assign of any remedies under either of the Loan Documents, Lender foregoing shall be (i) fully perform Borrower’s obligations with respect to such Property bound by or Pledged Collateral under this Agreement and the Transaction Documents in the same manner and to the same extent Borrower would liable for any payment of Rent which may have been required to perform themmade more than thirty (30) days before the due date of such installment, (ii) take no action that would prevent subject to any defense or be inconsistent with Builder’s exercise offset which Tenant may have to the payment of its rights Rent or other performance under this Agreement and 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 Transaction Documents, including, without limitation, Builder’s right to acquire the Property set off rights are determined pursuant to a court action or arbitration, has been given the Option Agreementopportunity 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) if requested bound by Builderany amendment or modification to this Lease made without the consent of such Senior Holder, (Aiv) execute liable for any Property-related documents that are monies owing by Landlord or on deposit with Landlord to be signed the credit of Tenant, which such Senior Holder shall not have received, except as aforesaid, or (v) bound by a Borrower (e.g., final plat(s)), (B) release or liable for any Mortgage act or Pledge with respect to omission of any common areas or streets created or dedicated in connection with the development of the Propertyprior Landlord, 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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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 Tenant shall not amend or modify have any provisions of the Loan Documents requiring any release described in the preceding sentence. (c) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right to purchase the Indebtedness upon, and for no consideration other than, payment of all amounts due and owing by Borrower under such Indebtedness set off (the “Loan Purchase Price”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any action with respect to such proceeding that would adversely affect (i) Builder’s rights under this Agreement, except as provided in clause (ii) in above) or assert against such Senior Holder or other person or entity any material respect Builder’s rights under the Transaction Documents, claim or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.damages arising therefrom. The provisions of this 50

Non-Disturbance. 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 Tenant is not in default under any of the terms, covenants and conditions of the Lease beyond any applicable notice and cure periods, Mortgagee agrees on behalf of itself, its successors and assigns, including any purchaser at such foreclosure (a) If Lender acquires any Property or Pledged Collateral each being referred to herein as an “Acquiring Party”), that Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of ▇the Lease or disturb the Tenant’s possession, quiet enjoyment or use of the Demised Premises or Tenant’s rights under the Lease, and the sale of the Property in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (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; provided, however, if the Premises and Building are not restored following such casualty, Acquiring Party will be bound by T▇▇▇▇▇’s exercise of any remedies under the Loan Documents, Lender shall (i) fully perform Borrower’s obligations with respect to such Property or Pledged Collateral under this Agreement and the Transaction Documents termination rights set forth 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 Transaction 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 PropertyLease. (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 to 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 portion of the Property that was not subject to such Closing) shall automatically and without the need for any further action by Lender or the Property LLCs cease, terminate, and be void, provided that Lender, at ▇▇▇▇▇▇’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) 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 such foreclosure, Lender shall send a notice to Builder (a “Purchase Option Notice”) granting to Builder the right 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”). The right to purchase the Indebtedness shall be exercisable for not less than [•] business days. (d) If any bankruptcy, reorganization, or insolvency proceedings are commenced by or against Borrower, Lender shall not take any 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 Transaction Documents, or (iii) Builder’s right to assert a claim as a creditor or interested party in any bankruptcy, reorganization or insolvency case or proceedings affecting Borrower, in each case, without Builder’s prior written consent.