Common use of Non-Disturbance Clause in Contracts

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Lease.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises If any of its rights under the Security Documents, including an entry proceedings are brought by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing Mortgage 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 to enforce Lender’s rights and remedies under the Security Documents), (b) to succeed to the Lease shall not be terminated interest of Landlord by foreclosure, deed in lieu thereof or affected thereby andotherwise, so long as no “Event of Default” (as defined in the Lease) shall have occurred Tenant 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 Lender agree that the Lease (including during all extension periods which have been any options to purchase or are hereafter exercisedrights of first refusal upon purchase contained therein) shall not be diminishedin accordance with all its terms, disturbed or intervened with by Lender but shall instead continue conditions and covenants remain in full force and effect as a direct lease between Lender or such foreclosure sale purchaser and Tenant upon all of for the terms, covenants unexpired balance (and conditions set forth any extensions or renewals provided for in the Lease, including, without limitation, any extensions or renewals pursuant to options contained in the Lease and (cpreviously, at that time or thereafter exercised by Tenant) Lender will not disturb of the term of the Lease, with the same force and effect as if originally entered into with Lender; and Tenant’s right of quiet possession of the Premises and rights, options, privileges and remedies under the Lease shall not be diminished, interfered with or disturbed by Lender by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interest of Landlord by foreclosure, deed in lieu thereof, or otherwise. Notwithstanding the foregoing, in no event shall Lender be: 3.01 liable for any act, omission, default, misrepresentation or breach of warranty of any 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 such matters accruing from and after the date Lender acquires ownership of the Mortgaged Property; 3.02 subject to any offset, defense, claim or 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 other payments made by Tenant to any previous landlord (including Landlord) for more than one (1) month in advance (“Prepaid Rent”); 3.04 bound by any amendment or modification of the Lease hereafter made, or consent or acquiescence by any previous landlord (including Landlord) under the Lease to any assignment or sublease hereafter granted, without the written consent of Lender, except for any assignment or sublease permitted to be made under the terms of the Lease. Notwithstanding anything herein Lease or without Landlord’s prior written consent; or 3.05 liable for any deposit that Tenant may have given to the contraryany previous landlord (including Landlord) which has not, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant as such, been transferred to the terms of the Lease.Lender,

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

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees does hereby agree with Tenant that, if in the event Lender exercises any 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 rights obligations under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereofLease, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease Lease between Lender and Tenant Tenant, upon and subject to all of the terms, covenants and conditions set forth in of the Lease, for the balance of the term of the Lease, and (c) Lender will not disturb the possession of Tenant’s right of quiet possession , and (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as the tenant of the Premises under for the terms remainder of the Leaseterm of the Lease in accordance with the provisions thereof; provided, however, that Lender shall not be: (i) subject to any claims, offsets or defenses which Tenant might have against any 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. Notwithstanding anything Nothing contained herein shall prevent Lender from naming Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant to the contrary, Loan Documents to the extent necessary under applicable law in order for Lender expressly to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option of any net award in the event of a taking or condemnation shall be paid and held 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 LeaseLoan Documents and is hereby waived and released as against Lender.

Non-Disturbance. Notwithstanding the provisions So long as no default exists, nor any event has occurred which has continued to exist for such period of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, time (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentafter notice, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant Lease) as a party defendant in any suit, action or proceeding for would entitle the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security lessor under the Indenture and in Lease to terminate the Lease or would cause, without any other suitfurther action on the part of such lessor, action the termination of the Lease or proceeding would entitle such lessor to dispossess the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents)lessee thereunder, (b) the Lease shall not be terminated terminated, nor shall such lessee’s use, possession or affected thereby andenjoyment of the Leased Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in connection with the Mortgage or in the event that Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, so long 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 no a result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Event Purchaser”) nor Agent if Agent takes possession of Default” the Property shall be (as defined in a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements of the Leased Premises or the Property, including, without limitation, the payment of any construction allowance pursuant to the Lease; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease, made without Agent’s prior written consent (other than amendments memorializing the rights of Tenant to exercise an Extension Option or Right of First Offer under the Lease) shall have occurred and be continuing beyond or responsible for any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy security deposit not actually received by Agent; (f) liable for or incur any obligation with respect to any breach of the Premises and Tenant’s rights and privileges warranties or representations of any nature under the Lease or otherwise including without limitation any warranties or representations respecting use, compliance with zoning, Landlord’s title, Landlord’s authority, habitability and/or fitness for any purpose, or possession; (including during all extension periods which have been g) liable for consequential damages; or are hereafter exercised(h) shall not personally liable for any default under the Lease or any covenant or obligation on its part to be diminishedperformed thereunder as lessor, disturbed or intervened with by Lender but shall instead continue in full force it being acknowledged and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth agreed that Tenant’s sole remedy in the Lease, and (c) Lender will not disturb Tenantevent of such default shall be to proceed against Purchaser’s right of quiet possession of or Agent’s interest in the Premises under the terms of the LeaseProperty. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award nothing contained herein shall limit Tenant’s express remedies set forth in the event of a taking or condemnation shall be paid and held pursuant to the terms Section 6.1 of the Lease, nor relieve Agent or Purchaser of the obligation to cure ongoing defaults that are continuing following the date that Agent or Purchaser succeeds to the interest of Landlord under the Lease, provided that the Agent or Purchaser, as applicable, is given written notice of such default and thereafter fails to cure the same within the period provided for in this Agreement.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents anything to the Lease and agrees thatcontrary in this Lease, if Lender exercises an Encumbrance, other than any CC&R's, is created after the execution of its rights under the Security Documentsthis Lease, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenturesubordination of this Lease thereto under PARAGRAPH 27.A above, Landlord is 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 statutesuch Holder, judicial decision or Tenant hereby agrees that a SNDA in the court in which such action or proceeding has been commenced or is pending form attached to name or join Tenant this Lease as a party defendant in any suit, action or proceeding for the appointment EXHIBIT E shall be reasonable. Only upon Landlord's delivery of a receiver SNDA in the form of EXHIBIT E or in a commercially reasonable form or in a form reasonably acceptable to quiet title 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 Premises or form attached to prevent impairment this Lease as EXHIBIT E from each Holder of Lender’s security under any Encumbrance in effect as of the Indenture and date of this Lease, confirming that the existence of the "automatic subordination" language contained in any other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease PARAGRAPH 27.A above shall not be terminated (without the occurrence of some other act or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 event that constitutes a default by Tenant under the Lease constitute a default by Tenant under 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 right to terminate this Lease by giving Landlord a written notice of termination within five (including during all extension periods 5) business days after expiration of such 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance and the Security Deposit. If Tenant does not exercise such termination right within such 5-business day period, then Tenant shall have been or are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender no further right to terminate this Lease pursuant to this PARAGRAPH 27.C and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein shall have no other rights or remedies with respect to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant Landlord's failure to the terms of the Leasedeliver such SNDA(s).

Non-Disturbance. Notwithstanding In the provisions event of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights a foreclosure under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise Deed of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby andTrust, so long as there shall then exist no “Event event of Default” (as defined in default on the part of Lessee under the Lease) shall have occurred and be continuing , beyond any applicable notice, grace notice and cure periodsperiod under the Lease, Tenant’s possession, use Lender agrees for itself and occupancy its successors and assigns that the leasehold interest of the Premises and Tenant’s rights and privileges Lessee under the Lease and the Sublessee under the undated Sublease Agreement (including during all extension periods which have been or are hereafter exercisedas 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 diminishedextinguished or terminated by reason of such foreclosure, disturbed or intervened with by Lender but rather the Lease and Sublease shall instead continue in full force and effect and Lender shall recognize and accept Lessee as a direct lease between Lender tenant under the Lease and Tenant upon all Subtenant as the sublessee under the Sublease, subject to the terms and provisions of the termsLease except as modified by this Agreement; provided, covenants however, that Lessee and conditions set forth in Lender agree that the Lease, and following provisions of the Lease (cif any) Lender will shall not disturb Tenant’s be binding on Lender: any option to purchase with respect to the Property; any right of quiet possession first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Premises under Property which is inconsistent with the terms of the LeaseDeed of Trust (herein collectively referred to as the “Non-Disturbance”). Notwithstanding anything herein to the contraryfact that the Lease and the Sublease remain in effect upon a foreclosure of the Deed of Trust in accordance with the foregoing provisions, Lender expressly acknowledges and agrees that any net award in the event that, following a foreclosure of a taking or condemnation shall the Deed of Trust, the Lease is terminated for any reason, including by reason of an event of default beyond any applicable notice and cure periods on the part of Lessee under the Lease, the Sublease, if still in effect at such time, and the rights of the Subtenant under the Sublease will also be paid and held pursuant to terminated effective as of the terms date of termination of the Lease.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereofIf, at any time, Lender consents to or any of Lender’s successors or assigns who shall acquire the interest of Landlord under the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or through a foreclosure ofof the Mortgage, or the exercise of any the power of sale underunder the Mortgage, the Indenture a deed-in-Iieu of foreclosure or any sale or transfer in lieu thereof, otherwise (asuch party being a “New Owner”) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except succeed to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, interests of 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 suitLease, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), then so long as (bi) the Lease shall not be terminated or affected thereby andis then in full force and effect, so long as and (ii) no “Event of Default” (as defined in the Lease) default shall have occurred and be continuing beyond any applicable notice(collectively, grace and cure periods, Tenant’s possession, use and occupancy of the Premises and Tenant’s rights and privileges a “Default”) by Tenant under the Lease, the Lease (including during all extension periods which have been or are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender the New Owner, as successor Landlord and Tenant Tenant, upon and subject to all of the terms, covenants and conditions set forth in 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) 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) Lender will not disturb Tenant’s right 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 quiet 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 Premises same; or (d) bound by any assignment (except as permitted by the Lease) surrender, release, waiver, cancellation, amendment or 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 terms Lease to make such repairs; or (f) obligated to make any payment to Tenant except for the timely return of the Leaseany security deposit actually received by such New Owner. Notwithstanding anything Nothing contained herein to the contrary, shall prevent Lender expressly acknowledges and agrees that from naming or joining Tenant in any net award in the event of a taking foreclosure or condemnation shall be paid and held other action or proceeding initiated by Lender pursuant to the terms Mortgage to the extent necessary under applicable law in order for Lender to avail itself of and complete the foreclosure or other remedy, but such naming or joinder shall not be in derogation of the Leaserights of Tenant as set forth in this Agreement.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereofIf, at any time, Lender consents to or any person or entity or any of their successors or assigns who shall acquire the interest of Landlord under the Lease and agrees thatthrough a foreclosure of the Security Instrument, if Lender exercises any the exercise of its rights the power of sale under the Security DocumentsInstrument, including a deed-in-lieu of foreclosure, an entry by Lender pursuant assignment-in-lieu of foreclosure or otherwise (each, a "NEW OWNER") shall succeed to the Indenture or a foreclosure of, or exercise interests of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby andLease, so long as (i) the Lease is then in full force and effect, (ii) Tenant complies with this Agreement, and (iii) no “Event default after the giving of Default” (as defined in the Lease) shall have occurred any required notice, and be continuing beyond expiration of any applicable noticegrace period, 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 exerciseda "DEFAULT") on the part of Tenant exists under the Lease, then the Lease shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender the New Owner and Tenant Tenant, upon and subject to all of the terms, covenants and conditions set forth of the Lease, for the balance of the term thereof (it being agreed that if the conditions in the aforesaid clauses (i) through (iii) are not met, then the New Owner shall not be obligated to recognize this Lease on the terms and conditions contained herein and the Lease may be terminated by New Owner and such termination may occur or be effected by Lender naming Tenant as a defendant or subordinate party in a foreclosure action brought by Lender with respect to the Loan). 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 Lxxxxx, or any such New Owner, 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) 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) Lender will not disturb Tenant’s right 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 quiet one (1) month or by any security deposit or other prepaid charge which Txxxxx might have paid in advance to any prior landlord (including Landlord), except to the extent that such New Owner actually comes into exclusive possession of the same; or (d) bound by any assignment (except as permitted by the Lease), surrender, release, waiver, cancellation, amendment or 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 reason of condemnation unless such New Owner shall be obligated under the terms Lease to make such repairs; or (f) obligated to make any payment to Tenant (except for the timely return of the Lease. Notwithstanding anything herein any security deposit actually received by such New Owner) arising prior to the contrary, Lender expressly acknowledges and agrees that any net award in date upon which the event of a taking or condemnation New Owner shall be paid and held pursuant succeed to the terms interests of Landlord under the Lease.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, that if Lender exercises any comes into possession of its rights under the Security Documents, including an entry by Lender pursuant or acquires title to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture all or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose part of the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision Leased Premises 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” Lot (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy as a result of foreclosure or other enforcement of the Premises and Tenant’s rights and privileges 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 (including during all extension periods which have been after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or are hereafter exercised) 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 diminishedterminated, disturbed nor shall Tenant's use, possession or intervened 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 by Lender but shall instead continue in full force and effect 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 direct lease between result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the "Purchaser") or Lender and Tenant upon all if Lender takes possession of the termsProperty shall have all rights and obligations of Landlord under the Lease, covenants 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 conditions 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 and the rents, or other proceeds arising therefrom. In the event that Lender acquires title to or possession of all or any part of the Leased Premises, whether pursuant to a foreclosure proceeding or otherwise, then within thirty (30) days thereafter, the Lender may elect to deliver a written notice to the Tenant stating that either (i) the Lender intends to perform the construction obligations of the Landlord set forth in Article III of the Lease (the "Construction Obligations"), or (ii) the Lender does not intend to perform the Construction Obligations. A notice delivered by the Lender pursuant to clause (i) is referred to herein as an "Opt-In Construction Notice" and a notice delivered by the Lender pursuant to clause (ii) is referred to herein as an "Opt-Out Construction Notice". In the event that the Lender does not deliver either an Opt-Out construction Notice or an Opt-In Construction Notice to the Tenant within said thirty (30) days after acquisition of title or possession, then Tenant may elect to deliver a written request (a "Construction Confirmation Request") to the Lender, requesting that Lender deliver either an Opt-Out Construction Notice or an Opt-In Construction Notice. If either (a) Lender delivers an Opt-Out Construction Notice to Tenant as aforesaid, or (b) Lender does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request, then Lender shall not be obligated to perform the Construction Obligations in accordance with the terms and provisions the Lease. If Lender delivers an Opt-In Construction Notice as aforesaid, and (c) then Lender will not disturb Tenant’s right of quiet possession of shall be obligated to perform the Premises under Construction Obligations in accordance with the terms and provisions of the Lease. If Lender timely delivers an Opt-Out Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request as aforesaid, or Lender does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days of its receipt of Tenant's Construction Confirmation Request, then (a) Lender shall have 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 further liabilities or obligations thereunder. If (a) Lender sells, conveys, assigns, pledges or transfers its interest in the Loan, or (b) Lender sells the Leased Premises, or any part thereof, at a foreclosure sale, or (c) if Lender acquires title to the Leased Premises and subsequently conveys the Leased Premises, then, in any such event, concurrently with such transaction, Lender shall transfer, assign and convey all right, title and interest of the Lender in and to the Security Deposit then held by it, if applicable, to such purchaser, assignee, or transferee. Notwithstanding anything herein to the contrarycontrary contained in this Section, if Lender expressly acknowledges so transfers, assigns or conveys all right, title and agrees that any net award interest of the Lender in the event of a taking or condemnation shall be paid and held pursuant to the terms Security Deposit, if applicable, as aforesaid, then Lender shall have no liability for the return of the LeaseSecurity Deposit.

Non-Disturbance. Notwithstanding In the provisions event of Section 1 hereof, Lender consents to foreclosure of the Lease and agrees that, if Lender exercises Mortgage or conveyance in lieu of foreclosure or the exercise of any of its similar rights under the Security DocumentsMortgage, which foreclosure or conveyance occurs prior to the expiration of the term of the Lease, including an entry by Lender pursuant to the Indenture or a foreclosure ofany extensions and renewals of such term now provided thereunder, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined Tenant is not in the Lease) shall have occurred and be continuing beyond default under 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth 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 Leasetermination 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 (csubject to the terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Lease (if any) Lender will shall not disturb Tenant’s be binding on Mortgagee or Acquiring Party: any option to purchase or any right of quiet possession 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 Premises under Property which is inconsistent with the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges Mortgage (but Tenant’s rights and agrees that any net award Landlord’s obligations set forth in the event of a taking or condemnation shall be paid Sections 14.2 and held pursuant to the terms 14.4 of the LeaseLease shall not be affected by this proviso).

Non-Disturbance. Notwithstanding So long as Tenant pays all rents and other charges as specified in the provisions Lease and is not otherwise in default of Section 1 hereof, Lender consents any of its obligations and covenants pursuant to the Lease and beyond any applicable grace or cure periods thereunder, Lender agrees that, subject to the terms and conditions of this Agreement, (i) if any action or proceeding is commenced by Lender exercises any or at Lender's behest for the foreclosure of its rights the Deed of Trust or the sale of the Property or other realization under the Security Loan Documents, including an entry whether by Lender pursuant foreclosure, deed in lieu of foreclosure or in any other proceedings made or brought to enforce the Indenture or a foreclosure ofrights of Lender, or exercise of by any power of sale undersuccessor to Lender, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant therein (unless Lender is required to name Tenant in order to file a foreclosure action) (unless required by law to properly foreclose upon the Deed of Trust), and the sale of the Property in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant as a party defendant in and the exercise by Lender of any suit, such action or proceeding for and at the appointment time of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security its other rights under the Indenture Deed of Trust shall be made subject to all rights of Tenant under the Lease,, and (ii) regardless of whether Landlord names Tenant in such foreclosure action or other proceeding made or brought to enforce the rights of Lender or any other suitsuccessor to Lender, provided that at the time of any such action or proceeding and at the purpose time of any such sale or intent exercise of which shall be to enforce Lender’s rights and remedies under the Security Documents)any such other rights, (b) the Lease Tenant shall not be terminated or affected thereby anddeclared in default, so long as and no “Event of Default” (as defined in the Lease) event shall have occurred and be continuing beyond which with the giving of notice or passage of time or both could result in a default, under 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all 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 conditions set forth in Tenant's other rights under the Lease will not be disturbed, modified, enlarged or otherwise affected during the term of the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall as said term may be paid and held extended pursuant to the terms of the Lease, and any successor in interest to the rights and obligations of the Landlord under the Lease will abide by the provisions of the Lease and unconditionally assume all obligations of Landlord under the Lease, notwithstanding any other provisions in the Deed of Trust. For purposes of this paragraph, a foreclosure shall include a sheriff's or trustee's sale under the power of sale contained in the Deed of Trust and any other transfer of the Landlord's interest in the Project Property under peril of foreclosure, including without limiting the generality of the foregoing, an assignment or sale in lieu of foreclosure.

Non-Disturbance. Notwithstanding In the provisions event of Section 1 hereofforeclosure of the Mortgage or conveyance in lieu of foreclosure, Lender consents which foreclosure or conveyance occurs prior to the Lease and agrees that, if Lender exercises any expiration of its rights under the Security Documentsterm of the Lease, including an entry by Lender pursuant to the Indenture or a foreclosure ofany extensions and renewals of such term, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined Tenant is not in the Lease) shall have occurred and be continuing beyond default under 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all 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 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 Tenant’s termination rights set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Lease.

Non-Disturbance. If Tenant delivers a Sublease to the City and requests that the City enter into a non-disturbance and attornment agreement (a "Non-Disturbance Agreement") with the Subtenant thereunder, the City shall have no obligation to do so but may do so, in its sole and absolute discretion, and subject to such conditions and limitations as the City may require, in its sole and absolute discretion. In no event shall the foregoing be deemed to obligate the City to enter into a non- disturbance and attornment agreement with respect to any Subtenant. Notwithstanding the provisions foregoing, the City shall, if so requested, enter into a Non-Disturbance Agreement with each non-residential subtenant for Subleases of Section 1 hereofat 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, Lender consents condition or 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 preparation, review and negotiation of such a Non-Disturbance Agreement (up to a maximum amount of $2,500.00 per Non-Disturbance Agreement), regardless of whether or not such a Non-Disturbance Agreement is finalized, which payment shall be due and payable to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including City within thirty (30) days after it submits an entry by Lender pursuant invoice therefor to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions . The amount set forth in the Lease, and preceding sentence shall be adjusted by the cumulative increase (cbut not decrease) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Lease.Index every five (5)

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, that if Lender exercises any comes into possession of its rights under the Security Documents, including an entry by Lender pursuant or acquires title to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture all or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose part of the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision Leased Premises 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” Lot (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy as a result of foreclosure or other enforcement of the Premises and Tenant’s rights and privileges 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 (including during all extension periods which have been after notice, if any, required by the Lease) as would entitle the Landlord under the Lease to terminate the Lease or are hereafter exercised) would cause, without any further action on the part of such Landlord, the termination of the Lease, the Lease shall not be diminishedterminated, disturbed nor shall Tenant's use, possession or intervened 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 by Lender but shall instead continue in full force and effect 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 direct lease between result of any such action or 106 proceeding or deed in lieu of any such action or proceeding (hereinafter called the "Purchaser") or Lender and Tenant upon all if Lender takes possession of the terms, covenants Property shall have all rights and conditions set forth in obligations of Landlord under the Lease, and 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 continuing monetary defaults of Landlord under the Lease; or (b) liable for the return of any 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 will not disturb Tenant’s right of quiet possession has received prior written notice of the Premises offset, abatement or defense and opportunity to cure the same in accordance with Paragraph 9 below; or (d) bound by any base rent, or any other payments which the Tenant under the terms 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 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. Notwithstanding anything herein ; or (g) personally liable for any default under the Lease or any covenant or obligation on its part to the contrarybe performed thereunder as Landlord, Lender expressly acknowledges and agrees it being acknowledged that any net award Tenant's sole remedy in the event of a taking or condemnation such default shall be paid to proceed against Purchaser's or Lender's interest in the Property and held pursuant to the terms of the Leaserents, or other proceeds arising therefrom.

Non-Disturbance. Notwithstanding 3.1 So long as Tenant is not in default under any of the provisions terms, covenants or conditions of Section 1 hereofthe Lease beyond any period provided to Tenant to cure such default by the terms of the Lease, Lender consents to Tenant’s rights under the Lease and agrees that, if possession of the Premises shall not be affected or disturbed by Lender exercises in the exercise of any of its rights or remedies under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Loan Documents nor shall Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (suit filed by Lender except that, to the extent, if any, that as a condition precedent extent required by under applicable law to commencing or proceeding with give force and effect to any such action to foreclose proceedings, Tenant may be joined therein. 3.2 Upon foreclosure of the Indenture, Landlord is required by statute, judicial decision Mortgage or the court in exercise of any other remedy available to Lender under the Loan Documents or applicable law pursuant to which such action Lender 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 Foreclosure Purchaser (defined below) acquires title to the Premises Premises, or to prevent impairment of Lender’s security under the Indenture and in any other suitpart thereof, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease (including all renewals and other options contained therein) shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) and 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 by Lender but shall instead continue in full force and effect as a direct lease between though the Landlord’s default giving rise to such action had not occurred. 3.2.1 The Lender and Tenant upon or, as applicable, the Foreclosure Purchaser, shall recognize all of the terms, covenants rights and conditions set forth in interest of Tenant under the Lease, Lease and (c) Lender will not disturb Tenant’s right of quiet possession shall perform all of the Premises 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. Notwithstanding anything herein Lender agrees that (1) no amendment to the contraryLease 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, Tenant shall attorn to and recognize the then owner of the Premises to the same extent and with the same force and effect as if such owner were the Landlord under the Lease 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 expressly acknowledges or, as applicable, the Foreclosure Purchaser, shall be responsible for all Landlord obligations arising from and agrees that any net award 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 event manner hereinbelow provided, a copy of a taking all notices of default permitted or condemnation shall required to be paid and held given to the Landlord by Tenant pursuant to the terms Lease. 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 LeaseLandlord 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 (30) days after its receipt of such notice with respect to any other default unless such default cannot reasonably be cured in thirty (30) days in which event, Lender shall have thirty (30) days within which to commence action necessary to effect such cure and shall thereafter diligently prosecute such curative action to completion without interruption.

Non-Disturbance. Notwithstanding Simultaneously with the provisions execution of Section 1 hereofthis Lease, Lender consents Landlord and Tenant agree to execute and deliver to Landlord’s mortgagee or lender a non-disturbance agreement which shall be substantially in the Lease 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 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 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 terminate this Lease, in which event Landlord shall reimburse Tenant on demand for all reasonable, out-of-pocket costs, expenses and damages incurred by Tenant in connection with the letter of intent and the Lease, provided, however, such reimbursement shall not exceed the sum of One Million Dollars ($1,000,000.00). If Tenant fails to timely exercise such termination right, Tenant shall be deemed to have waived its right to so terminate this Lease. Landlord agrees thatto 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, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) then Tenant shall not be named required to subordinate the Lease or joined as a party defendant in any action or proceeding to foreclose the Indenture (except otherwise attorn to the extent, if any, mortgagee(s) and this Lease shall be superior to that as a condition precedent to commencing or proceeding with mortgagee’s particular interest in the Property and this Lease. In the event that any such action to foreclose current or future beneficiary charges Landlord any costs or fees in connection with reviewing the IndentureLease or in preparing or negotiating such non-disturbance agreement, Landlord is required by statute, judicial decision or and such costs and fees exceed 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 sum of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security under the Indenture Five Thousand and in any other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents00/100 Dollars ($5,000.00), then Tenant shall pay to Landlord, upon demand, the amount so charged in excess of Five Thousand and 00/100 Dollars (b) the Lease shall not be terminated or affected thereby and$5,000.00), so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Additional Rent. Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and hereby agrees that any net award in the event form of SNDA that is attached to this Lease as Exhibit “F” is a taking or condemnation shall be paid and held pursuant to the terms commercially reasonable form of the Leasenon-disturbance agreement.

Non-Disturbance. Notwithstanding the provisions So long as no default exists, nor any event has occurred which has continued to exist for such period of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, time (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentafter notice, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant Lease) as a party defendant in any suit, action or proceeding for would entitle the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security lessor under the Indenture and in Lease to terminate the Lease or would cause, without any other suitfurther action on the part of such lessor, action the termination of the Lease or proceeding would entitle such lessor to dispossess the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents)lessee thereunder, (b) the Lease shall not be terminated terminated, nor shall such lessee's use, possession or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy enjoyment of the Leased Premises and Tenant’s or rights and privileges 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 takes possession of the Property pursuant to any provisions of the Security Deed or 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 (including during all extension periods 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 been against any prior lessor; or are hereafter exercised(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 diminished, disturbed unreasonably withheld; or intervened with (f) bound by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all any consent by any lessor under the Lease to any assignment or sublease of the terms, covenants and conditions set forth lessee's interest in the Lease, and Lease made without also obtaining Xxxxxx's prior written consent which shall not be unreasonably withheld; or (cg) Lender will not disturb Tenant’s right of quiet possession of the Premises personally liable for any default under the terms of the Lease. Notwithstanding anything herein Lease or any covenant or obligation on its part to the contrarybe performed thereunder as lessor, Lender expressly acknowledges and agrees it being acknowledged that any net award Xxxxxx's sole remedy in the event of a taking or condemnation such default shall be paid and held pursuant to proceed against Purchaser's or Xxxxxx's interest in the terms Property. 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 Xxxxxx, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Lender.

Non-Disturbance. Notwithstanding Lender shall not, in the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale underright, remedy, or privilege granted by the Indenture Mortgage or any sale the Lease Assignment, or transfer otherwise available to Lender at law or in lieu thereofequity, disturb Tenant's possession under the Lease so long as: (a) Tenant is not in default beyond any applicable grace periods under any provision of the Lease or this Agreement at the time Lender exercises any such right, remedy or privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender 65 agrees that (i) Tenant will not be named or joined as a party defendant in to any action foreclosure or other proceeding instituted by Lender to foreclose enforce the Indenture (except to terms of the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision Mortgage or the court in which such action Lease Assignment; (ii) any sale or proceeding has been commenced or is pending to name or join Tenant as a party defendant in any suit, action or proceeding for other transfer of the appointment of a receiver to quiet title to the Demised 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth Landlord's interest in the Lease, 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 Lease; and (ciii) the Lease will continue in force and effect according to its original terms, or with such amendments as Lender will not disturb Tenant’s right of quiet possession shall have approved, if such approval is required by the terms and conditions of the Premises under Mortgage or the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseLease Assignment.

Non-Disturbance. Notwithstanding Lender shall not, in the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale underright, remedy, or privilege granted by the Indenture Mortgage or any sale the Lease Assignment, or transfer otherwise available to Lender at law or in lieu thereofequity, disturb Tenant's possession under the Lease so long as: (a) Tenant is not in default beyond any applicable grace periods under any provision of the Lease or this Agreement at the time Lender exercises any such right, remedy or privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease 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 agrees that (i) Tenant will not be named or joined as a party defendant in to any action foreclosure or other proceeding instituted by Lender to foreclose enforce the Indenture (except to terms of the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision Mortgage or the court in which such action Lease Assignment; (ii) any sale or proceeding has been commenced or is pending to name or join Tenant as a party defendant in any suit, action or proceeding for other transfer of the appointment of a receiver to quiet title to the Demised 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth Landlord's interest in the Lease, 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 Lease; and (ciii) the Lease will continue in force and effect according to its original terms, or with such amendments as Lender will not disturb Tenant’s right of quiet possession shall have approved, if such approval is required by the terms and conditions of the Premises under Mortgage or the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseLease Assignment.

Non-Disturbance. Notwithstanding In the provisions event of Section 1 hereofforeclosure of the Mortgage or conveyance in lieu of foreclosure, Lender consents which foreclosure or conveyance occurs prior to the Lease and agrees that, if Lender exercises any expiration of its rights under the Security Documentsterm of the Lease, including an entry by Lender pursuant to the Indenture or a foreclosure ofany extensions and renewals of such term, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined Tenant is not in the Lease) shall have occurred and be continuing beyond default under 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all 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 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 Txxxxx’s termination rights set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Lease.

Non-Disturbance. Notwithstanding So long as no default on the provisions part of Section 1 hereof, Lender consents to Tenant exists --------------- under the Lease and agrees that, if Lender exercises any of its rights under continues beyond the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise expiration of any power applicable periods of sale undernotice 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 Indenture termination of the Lease or any sale or transfer in lieu thereofwould entitle the Landlord to dispossess the Tenant thereunder, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated terminated, nor shall such Tenant's use, possession or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy enjoyment of the Leased Premises and Tenant’s or rights and privileges under the Lease (including during all extension periods which 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 takes possession of the Property pursuant to any provisions of the Security Deed or 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 are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect entity acquiring the interest of the lessor under the Lease as a direct lease between result of any such action or proceeding or by way of any deed in lieu of any such action or proceeding (hereinafter called the "Purchaser") nor Lender, if Lender and Tenant upon all takes possession of the terms, covenants and conditions set forth in Property or otherwise succeeds to the lessor's interest under the Lease, and 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) Lender will not disturb Tenant’s right 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 quiet possession 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 Premises Lease made without Lender's prior written consent; or (f) bound by any consent by any lessor under the terms Lease to any assignment of the Lease. Notwithstanding anything herein 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 the contrarybe performed thereunder as lessor, Lender expressly acknowledges and agrees it being acknowledged that any net award Tenant's sole remedy in the event of a taking or condemnation such default shall be paid and held pursuant 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 terms 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) to terminate the 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 receipt of the Leaseprior written consent, if required, from such party's lender, if any, to perform the work to have been performed by Landlord, and to withhold from subsequent payments of rent, additional rent and other amounts to be paid by Tenant an amount equal to any monetary contribution or reimbursement that Landlord would have been required to pay under the Lease in respect of such construction work.

Non-Disturbance. Notwithstanding Mortgagee agrees that (a) Mortgagee shall not terminate the provisions Lease nor shall Mortgagee disturb or affect Tenant’s leasehold estate, use and possession of Section 1 hereof, Lender consents the Premises or any portion thereof in accordance with the terms of the Lease or any rights of Tenant under the Lease by reason of the subordination of the Lease to the Lease 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 agrees thatcertain rights to receive and retain insurance proceeds and condemnation awards in respect of the Premises, all as more particularly set forth in the Lease, and (b) if Lender exercises any action or proceeding is commenced by Mortgagee for the foreclosure of its rights under the Security Documents, including an entry by Lender Mortgage or the sale of the Property pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture Mortgage or any sale or transfer in lieu thereofother proceeding to enforce the Mortgage, (a) Tenant shall not be named or joined as a party defendant therein, and the sale of the Property in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending and the exercise by Mortgagee of any of its other rights under the Mortgage shall be made subject to name or join all rights of Tenant as a party defendant in under the Lease, provided that (i) at the time of the commencement of any suit, such action or proceeding for or at the appointment time of a receiver to quiet title to the Premises any such sale or to prevent impairment exercise of Lender’s security under the Indenture and any such other rights set forth in any other suit, action clauses (a) or proceeding the purpose or intent (b) of which shall be to enforce Lender’s rights and remedies under the Security Documents)this Section 2, (bx) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and (y) Tenant upon shall not be in default (after all applicable notices have been given and all applicable grace periods have expired in accordance with the terms of the Lease) under any of the terms, covenants and or conditions set forth in of the Lease, and (cii) Lender Tenant may be so named or joined in any such action or proceeding if required by law, so long as (1) in connection with such naming and joining of Tenant, Mortgagee will not disturb seek to terminate or extinguish Tenant’s right rights under this Agreement or the Lease, except as specifically set forth elsewhere in this Agreement, and (2) none of quiet possession Tenant’s rights under this Agreement or the Lease shall be impaired or otherwise affected by such naming or joining of the Premises 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 terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held as Landlord, pursuant to the terms of the LeaseLease 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 (b) of this Section 2.

Non-Disturbance. Notwithstanding Grantee and the provisions of Section 1 hereofPermitted Parties will be permitted to peaceably and quietly use and enjoy the Easement Areas and Grantor shall not in any manner prevent, Lender consents disturb and/or limit access to the Lease Easement Areas or interfere with the use of the Easement Areas by Grantee and agrees thatthe 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 (72) hours of receipt of written notice by Xxxxxxx. Grantor shall not suffer, if Lender exercises any of its rights under the Security Documentsgrant, including an entry by Lender pursuant to the Indenture or a foreclosure ofcreate, transfer, or exercise of convey (or cause to be suffered, granted, created, transferred, or conveyed) any power of sale underclaim, the Indenture lien, encumbrance, easement, interest, restriction or any sale other charge or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding exception to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 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 prevent impairment compel remedial actions under this Agreement, without the necessity of Lender’s security under posting a bond. Grantor shall maintain the Indenture Premises in sufficient condition to allow for access and use of the Easement Areas by Grantee and the Permitted Parties and in any other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” 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 Lease) shall have occurred and be continuing beyond right to use or occupy any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy portion of the Premises to a Third Party Competitor, without the prior written consent of Grantee, which may be withheld, conditioned, and/or delayed in Grantee’s sole and 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Leaseabsolute discretion. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and Grantor agrees that it shall not, directly or indirectly, divert or solicit the business of Grantee or any net award in the event Permitted Parties, on behalf of a taking itself or condemnation shall be paid and held pursuant to the terms on behalf of the Leaseany third party.

Non-Disturbance. Notwithstanding Lender shall not, in the provisions exercise of Section 1 hereofany right, Lender consents to remedy, or privilege granted by the Mortgage or the Lease and agrees thatAssignment, if or otherwise available to Lender exercises any of its at law or in equity, disturb Tenant's possession or rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, Lease so long as: (a) Tenant is not in default beyond applicable notice and cure periods under any provision of the Lease or this Agreement at the time Lender exercises any such right, remedy or privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender agrees that (i) Tenant will not be named or joined as a party defendant in to any action foreclosure or other proceeding instituted by Lender to foreclose enforce the Indenture (except to terms of the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision Mortgage or the court in which such action Lease Assignment; (ii) any sale or proceeding has been commenced or is pending to name or join Tenant as a party defendant in any suit, action or proceeding for other transfer of the appointment of a receiver to quiet title to the Demised 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth Landlord's interest in the Lease, 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 Lease; and (ciii) the Lease will continue in force and effect according to its original term, or with such amendments as Lender will not disturb Tenant’s right of quiet possession shall have approved, if such approval is required by the terms and conditions of the Premises under Mortgage or the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseLease Assignment.

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

Non-Disturbance. Notwithstanding Landlord agrees that so long as all rent and other sums payable by Borrower under the Lease 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 Section 1 Paragraph 12 hereof, and that any such action shall not affect Landlord’s agreements contained herein, provided Lender consents to 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 be the tenant of the Leased Premises under the Lease and agrees thatshall be accepted by the Landlord as such, if Lender exercises provided that it then promptly and diligently cures any outstanding defaults with respect to the Leased Premises which are reasonably capable of its rights under the Security Documents, including an entry cure. No foreclosure or other actions by Lender pursuant to against the Indenture Borrower shall release or a foreclosure of, otherwise affect any rights or exercise of any power of sale under, remedies the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose Landlord may have against the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 Borrower under the Indenture and in any other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Lease.

Non-Disturbance. Notwithstanding When a lease is subordinate to a mortgage, the provisions tenant is in peril of Section 1 hereoflosing its leasehold estate upon a foreclosure. Therefore, Lender consents if a prior lease is being subordinated to a new mortgage, in return for agreeing to the Lease 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 agrees therefore will require that, if Lender exercises 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 its rights under the Security Documentsmaterial terms, including an entry by Lender pursuant covenants or conditions of the Lease on Tenant’s part to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, be performed (a) Tenant Tenant’s possession and occupancy of the Demised Premises shall not be named interfered with or joined as a party defendant in disturbed by Lender during the term of the Lease or any action or proceeding to foreclose the Indenture extension thereof duly exercised by Tenant; (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to b) Lender will not name or join Tenant as a party defendant in to any suit, action judicial or non-judicial foreclosure or other 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 to enforce Lender’s rights and remedies the Mortgage unless joinder is required under the Security Documents)applicable law but in such case Lender will not seek affirmative relief against Tenant, (b) the Lease shall will not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy 's possession of the Demised Premises will not be disturbed; and Tenant’s rights (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, Xxxxxx's possession of the Demised Premises will not be disturbed 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 by Lender but shall instead will continue in full force and effect as a direct lease between Lender (or such other entity) and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Lease.”

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents anything to the Lease and agrees thatcontrary in this --------------- Lease, if Lender exercises an Encumbrance, other than any CC&R's, is created after the execution of its rights this Lease, as a condition to the subordination of this Lease thereto under Paragraph 27.A above, Landlord shall obtain from the Holder of such Encumbrance, -------------- other than CC&R's, a SNDA in a form reasonably requested by such Holder. Without in any way limiting the type or form of SNDA that may be required by such Holder, Tenant hereby agrees that a SNDA in the form attached to this Lease as Exhibit G shall be reasonable. Only upon Landlord's delivery of a SNDA in --------- the form of Exhibit G or in a form reasonably requested by the Holder, shall --------- this Lease be automatically subject and subordinate to such Encumbrance, other than CC&R's. Within fifteen (15) days after full execution of this Lease, Landlord shall use reasonable efforts to provide Tenant with a SNDA in a form reasonably requested by each Holder of any Encumbrance in effect as of the date of this Lease. If Landlord fails to deliver the required SNDA(s) within the 15- day period, then, as 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 Documents, including an entry by Lender Deposit and any warrants delivered pursuant to the Indenture or a foreclosure ofWarrant Agreement. If Tenant does not exercise such termination right within such 3- business day period, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) then Tenant shall not be named or joined as a party defendant in any action or proceeding have no further right to foreclose the Indenture (except terminate this Lease pursuant to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join this Paragraph 27.C and 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 no other 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 -------------- remedies with by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein respect to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant Landlord's failure to the terms of the Leasedeliver such SNDA(s).

Non-Disturbance. Notwithstanding 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 provisions later of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as encumbrance of the Development with a party defendant in any action or proceeding to foreclose loan (if there is no loan on the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security DocumentsDevelopment 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 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 Landlord's failure to obtain a Non-Disturbance Agreement from any current Lender shall be terminated forfeited and of no further force or affected thereby andeffect, but Landlord shall nevertheless thereafter continue using commercially reasonable efforts to obtain such 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 no “Event of Default” (as defined Tenant is not in the Lease) 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 default under the Lease (including during all extension periods which have been or are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the this Lease.

Non-Disturbance. Notwithstanding Mortgagee agrees that (a) Mortgagee shall not terminate the provisions Lease nor shall Mortgagee disturb or affect Tenant’s (or, with respect to any person or entity claiming through or under Tenant, such person’s or entity’s) leasehold estate, use and possession of Section 1 hereof, Lender consents the Premises or any portion thereof in accordance with the terms of the 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 Lease Mortgage or by reason of any foreclosure action or any other action or proceeding instituted under or in connection with the Mortgage and agrees that, (b) if Lender exercises any action or proceeding is commenced by Mortgagee for the foreclosure of its rights under the Security Documents, including an entry by Lender Mortgage or the sale of the Property pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture Mortgage or any sale other proceeding to enforce the Mortgage, neither Tenant (nor any person or transfer in lieu thereof, (aentity claiming through or under tenant) Tenant shall not be named or joined as a party defendant therein, and the sale of the Property in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced and the exercise by Mortgagee of any of its other rights under the Mortgage (or is pending other loan documents securing the indebtedness secured by the Mortgage) shall be made subject to name all rights of Tenant (and any person or join Tenant as a party defendant in entity claiming through or under Tenant) under the Lease, provided that (i) at the time of the commencement of any suit, such action or proceeding for or at the appointment time of a receiver to quiet title to the Premises any such sale or to prevent impairment exercise of Lender’s security under the Indenture and any such other rights set forth in any other suit, action clauses (a) or proceeding the purpose or intent (b) of which shall be to enforce Lender’s rights and remedies under the Security Documents)this Section 2, (bx) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and (y) Tenant upon shall not be in default (after all applicable notices have been given and all applicable grace periods have expired) under any of the terms, covenants and or conditions set forth in of the Lease, Lease on Tenant’s part to be observed or performed and (cii) Lender Tenant may be so named or joined in any such action or proceeding if required by law, so long as (1) in connection with such naming and joining of Tenant, Mortgagee will not disturb seek to terminate or extinguish Tenant’s right rights (or those of quiet possession any person or entity claiming through or under Tenant) under this Agreement or the Lease and (2) none of Tenant’s rights (or those of any person or entity claiming through or under Tenant) under this Agreement or the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation Lease shall be paid and held pursuant to the terms impaired or otherwise affected by such naming or joining of the LeaseTenant.

Non-Disturbance. Notwithstanding the provisions So long as no default exists, nor any event has occurred which has continued to exist for such period of Section 1 hereoftime (after notice, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture grace or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentcure periods, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant Lease) as a party defendant in any suit, action or proceeding for would entitle the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security lessor under the Indenture and in any other suitLease to terminate the Lease or would entitle such lessor to dispossess the lessee thereunder, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated terminated, nor shall such lessee's use, possession or enjoyment of the Leased Premises be interfered with nor shall the leasehold estate granted by the Lease be affected thereby andin any other manner, so long as no “Event in any exercise of Default” (as defined the power of sale contained in the Lease) shall have occurred and be continuing beyond Security Deed, or by any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy foreclosure or any action or proceeding instituted under or in connection with the Security Deed or in case the Lender takes possession of the Premises and Tenant’s rights and privileges property described in the Security Deed pursuant to any 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 entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding, and the successors and assigns thereof (including during all extension periods which have been or are hereafter exercisedhereinafter called the "Purchaser") shall not be diminished, disturbed (a) liable for any act or intervened with by omission of any prior lessor under the Lease of which Lender but shall instead continue in full force has not received notice and effect as a direct lease between the opportunity to cure from Tenant; or (b) subject to any offsets or defenses which the lessee under the Lease might have against any prior lessor under the Lease of which Lender has not received notice and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and opportunity to cure from Tenant; or (c) Lender will not disturb Tenant’s right of quiet possession 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 (d) bound by any amendment or modification of the Premises under the terms of the Lease. Notwithstanding anything herein to the contraryLease made without Lender's prior written consent, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held if such consent is required pursuant to the terms of the Security Deed; or (e) bound by any consent by any lessor under the Lease to any assignment of the lessee's interest in the Lease made without also obtaining Lender's prior written consent (to the extent such consent may be required under the Lease), if such consent is required pursuant to the terms of the Security Deed.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereofSo long as no default exists, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated terminated, nor shall Tenant's use, possession or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy enjoyment of the Leased Premises and Tenant’s or rights and privileges 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 takes possession of the Property pursuant to any 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 entity acquiring the interest of the Landlord as a result of any such action or proceeding or deed in lieu of any such action or proceeding (including during all extension periods which have been or are hereafter exercisedthe "Purchaser") shall not be diminished, disturbed (a) liable for any act or intervened with by omission of any prior lessor under the Lease which occurred prior to the date Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all or Purchaser obtained possession of the terms, covenants and conditions set forth in Property; or b) liable for the Lease, and return of any security deposit which Tenant has paid to any prior lessor under the Lease unless such security deposit was actually delivered to Lender; or (c) subject to any offsets or defenses which the Tenant might have against any prior lessor under the Lease; provided, however, that the foregoing shall not limit Tenant's right to exercise against Lender will not disturb Tenant’s or Purchaser any right of quiet Tenant to any offset or defense otherwise available to Tenant because of events occurring after the date Lender takes possession of the Premises Property; or (d) bound by any base rent, percentage rent or any other payments which Tenant might have paid more than thirty (30) days in advance of amounts due for the current month to any prior lessor under the terms Lease; or (e) bound by any amendment or modification of the Lease. Notwithstanding anything herein Lease which increases the obligations or responsibilities of Landlord thereunder or changes the rent or the term thereof and is 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 contraryTenant'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, Lender expressly acknowledges and agrees it being acknowledged that any net award Tenant's sole remedy in the event of a taking or condemnation such default shall be paid and held pursuant to proceed against Purchaser's or Lender's interest in the terms of the LeaseProperty.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereofIf, at any time, Lender consents to or any person or entity or any of their successors or assigns who shall acquire the interest of Landlord under the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or through a foreclosure ofof the Mortgage, or the exercise of any the power of sale underunder the Mortgage, the Indenture a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or any sale or transfer in lieu thereofotherwise (each, (aa “New Owner”) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except succeed to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, interests of 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby andLease, so long as no “Event the Lease has not been terminated as a result of Default” (as defined in the Lease) 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 a default by Tenant under the Lease (including during all extension periods which have been or are hereafter exercised) a “Default”), the Lease shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender the New Owner and Tenant Tenant, upon and subject to all of the terms, covenants and conditions set forth in 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 (c) Lender 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) liable for any act or omission of 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, provided that New Owner shall be obligated to correct any default of a continuing nature within a reasonable time; 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, provided that the foregoing shall not limit Tenant’s right of quiet possession of rights to offset amounts in accordance with the Premises under the express terms of the Lease. Notwithstanding anything herein , including amounts under Section 7.2 of the Lease, or Section 2.3 of Exhibit B to the contraryLease; 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, Lender expressly acknowledges and agrees cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (including Landlord), except to the extent that such New Owner actually comes into possession of the same; or (d) responsible for the making of any net award improvement to the Property or repairs in or to the Property in the event case of a taking 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 paid and held pursuant obligated under the Lease to make such repairs; or (e) obligated to make any payment to Tenant required under the Lease to be made prior to the time New Owner succeeded to the interests of Landlord under the Lease, except for the timely return of any security deposit actually received by such New Owner, provided that the foregoing shall not limit Tenant’s rights to offset amounts in accordance with the express terms of the Lease, including amounts under Section 7.2 of the Lease, or Section 3.6 of Exhibit B to the Lease. Nothing contained herein shall prevent Lender from naming or joining Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant to the Mortgage to the extent necessary under applicable law in order for Lender to avail itself of and complete the foreclosure or other remedy, but such naming or joinder shall not be in derogation of the rights of Tenant as set forth in this Agreement.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents anything to the Lease and agrees thatcontrary in this Lease, if Lender exercises an Encumbrance, other than any CC&R's, is created after the execution of its rights under the Security Documentsthis Lease, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenturesubordination of this Lease thereto under PARAGRAPH 27.A above, Landlord is 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 statutesuch Holder, judicial decision or Tenant hereby agrees that a SNDA in the court in which such action or proceeding has been commenced or is pending form attached to name or join Tenant this Lease as a party defendant in any suit, action or proceeding for the appointment EXHIBIT F shall be reasonable. Only upon Landlord's delivery of a receiver SNDA in the form of EXHIBIT F or in a commercially reasonable form or in a form reasonably acceptable to quiet title 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 Premises or form attached to prevent impairment this Lease as EXHIBIT F from each Holder of Lender’s security under any Encumbrance in effect as of the Indenture and 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 any other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease PARAGRAPH 27.A above shall not be terminated (without the occurrence of some other act or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 event that constitutes a default by Tenant under the Lease (including during all extension periods which have been or are hereafter exercisedthe SNDA with Comerica Bank-California) constitute a default by Tenant under this Lease or the SNDA by and among Comerica Bank-California, Landlord and Tenant, nor shall not be diminished, disturbed such language or intervened with by Lender but shall instead continue any subordination of Tenant's leasehold interest in full force and effect accordance therewith invalidate or affect the nondisturbance obligation of Comerica Bank-California as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the LeaseSNDA 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 (c5) Lender will 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 disturb Tenant’s exercise such termination right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein within such 5-business day period, then Tenant shall have no further right to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held terminate this Lease pursuant to the terms of the Leasethis PARAGRAPH 27.C and Tenant shall have no other rights or remedies with respect to Landlord's failure to deliver such SNDA(s) and/or Comerica Side Letter.

Non-Disturbance. Notwithstanding In the provisions event of Section 1 hereofa foreclosure under the Deeds of Trust, Lender consents to 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 agrees that, if Lender exercises any the expiration of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentapplicable cure period, if any, Lender agrees for itself and its successors and assigns that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 leasehold interest of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security Lessee under the Indenture and in any other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be extinguished or terminated or affected thereby andby reason of such foreclosure, so long as no “Event nor shall any other right of Default” (as defined in the Lease) 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 Lessee under the Lease (including during all extension periods which have been or are hereafter exercised) any appurtenant interests of Lessee in the Property be disturbed, but rather the Lease shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between and Lender and Tenant upon all any successor to Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the termsLease except as modified by this Agreement; provided, covenants however, that Lessee and conditions set forth in Lender agree that the Lease, and following provisions of the Lease (cif any) Lender will shall not disturb Tenant’s be binding on Lender: any option to purchase with respect to the Property; any right of quiet possession first refusal with respect to any prospective purchaser of the Premises under Property; any provision regarding the Landlord’s use of insurance proceeds or Landlord’s condemnation proceeds with respect to the Property which is inconsistent with the terms of the Lease. Notwithstanding anything herein Deeds of Trust; provided that Xxxxxx’s failure to promptly apply the proceeds of insurance to make repairs to the contraryProperty in accordance with the terms and conditions of the Lease, Lender expressly acknowledges as required for Xxxxxx’s quiet use and agrees that any net award in enjoyment of the Property, shall not be permitted so long as there shall then exist no breach, default, or event of a taking or condemnation shall be paid and held default on the part of Lessee under the Lease which remains uncured following the delivery of any notice required pursuant to the terms Lease, if any and the expiration of the Leaseapplicable cure period, if any.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, Fee Secured Party hereby agrees that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined Lessee is not in default under the Lease) shall have occurred and be continuing Lease beyond any applicable notice, cure, or grace and cure periodsperiod, Tenant(i) Lessee’s possession, use possession and occupancy of the Premises Property and TenantLessee’s rights and privileges under the Lease (including during all extension periods which have been or are hereafter exercised) shall not be diminisheddisturbed by Fee Secured Party or 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 a default by Owner under the Deed of Trust or any other document associated with the Deed of Trust, disturbed unless such joinder is required in order to complete the action or intervened proceeding, in which case Fee Secured Party shall pay all costs or expenses incurred by Lessee in connection with having been so joined. Without limiting the generality of the foregoing, if Owner’s interest in the Lease is acquired by Lender but 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 Fee Secured Party, including, without limitation, any purchaser at a foreclosure sale, (i) Lessee’s rights and interest under the Lease shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant otherwise subject to the terms 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 benefits of Lessee, Collateral Agent and the Secured Parties shall not by operation of law or otherwise be terminated or disturbed, except in accordance with the Lease. In the event the Collateral Agent or any of the Secured 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 under this Agreement. (b) If Owner’s interest in the Lease is acquired by Fee Secured Party, whether by purchase and sale, foreclosure, deed in lieu of foreclosure, or in any other way, action, or proceeding, NONDISTURBANCE AND ATTORNMENT AGREEMENT #4842-0527-7211

Non-Disturbance. Notwithstanding A. In the provisions event Mortgagee or any other Subsequent Owner comes into possession of Section 1 hereof, Lender consents or acquires title to the Lease and Real Estate or portion thereof either at or following a Foreclosure, Mortgagee agrees that(which agreement shall be binding on all Subsequent Owners) that if, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereofat such time, (a) the Lease has not expired or otherwise been earlier terminated in accordance with its terms, and (b) Tenant has not committed an Event of Default under the Lease which is still outstanding after expiration of all applicable cure periods, then Mortgagee and all Subsequent Owners shall recognize Tenant’s rights under the Lease, and, Tenant shall not be named or joined as a party defendant in any Foreclosure action or proceeding to foreclose the Indenture (except to the extentproceedings, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join and 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby anddisturbed in its right to lease and operate at the Leased Premises pursuant to the Lease. Notwithstanding the foregoing, so long as no “if an Event of Default” (Default by Tenant occurs after the Foreclosure Date, the Subsequent Owner as defined in of the Lease) date of such Event of Default 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 such remedies as are available to Landlord under the Lease (including during all extension periods which have been or are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms including termination of the Lease. Notwithstanding anything herein A Subsequent Owner acquiring possession of or title to the contraryReal Estate or portion thereof at or following a Foreclosure will not, Lender expressly acknowledges with respect to acts or omissions of Landlord prior to the Foreclosure Date, be (i) 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 agrees an opportunity to cure such default(s), pursuant to Section 5 of this Agreement, prior to the Foreclosure Date, (ii) subject to any offsets, claims or defenses that Tenant might be entitled to assert against Landlord, provided, however, that the Mortgagee or Successor Owner, as applicable, shall be subject to any net award such offset, claim or defense if (and only if) the Mortgagee or Successor Owner, as applicable, received written notice from the Tenant, in accordance with Section 5 below, of the default which gave rise to such offset, claim or defense and was given the period of time to cure the same, as provided in Section 5 below, prior to the Foreclosure Date, (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 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 event of a taking Lease made without also obtaining Mortgagee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or condemnation delayed; provided, however, that (A) Mortgagee’s prior written consent shall not be paid and held 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 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 the Lease or otherwise, including, without limitation, any warranties or representations of Landlord respecting use, compliance with zoning, Landlord’s authority, habitability or fitness for any purpose or presence or absence of hazardous materials or substances, including petroleum products, (x) liable for any consequential or other damages which may have been incurred by Tenant by reason of any breach of obligations to be performed by Landlord, except as expressly set forth in this Agreement, or (xi) liable for any leasing commissions, the triggering event for which arose prior to the date Mortgagee or any Subsequent Owner succeeded to Landlord’s interest. With respect to any action which requires the consent of the Mortgagee in accordance with the terms of this Agreement, or if the Tenant is required hereunder to seek, or desires to seek, the approval of the Mortgagee prior to undertaking a particular action or course of conduct, the Tenant shall provide Mortgagee with written notice, in accordance with the terms of Section 7 of this Agreement, of any such request for such consent, accompanied by such detailed background information and explanations as may be reasonably necessary to determine whether to approve or disapprove such action or course of conduct. Tenant shall be required to include in any such notice, printed in capital letters or boldface type, a legend substantially to the following effect: “THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE. ANY FAILURE TO RESPOND WITHIN THIRTY (30) DAYS FROM THE RECEIPT OF THIS COMMUNICATION SHALL CONSTITUTE A DEEMED APPROVAL BY THE ADDRESSEE OF THE ACTION OR COURSE OF CONDUCT REQUESTED BY THE TENANT AND RECITED ABOVE.” If the foregoing legend is included by the Tenant in its communications, and if the Mortgagee fails to respond (which response need be neither a statement of consent nor a refusal of consent) to the Tenant within ten (10) days of Mortgagee’s receipt of such notice, then the Mortgagee shall be deemed to have consented to such proposed action or course of conduct for all purposes hereunder. B. Notwithstanding anything contained herein to 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 Lease or to restore the Premises after a casualty or taking (to the extent required under the Lease), unless the Tenant, within five (5) business days of receiving notice from the Mortgagee or Subsequent Owner, as applicable, that Mortgagee or Successor Owner is exercising its rights of Foreclosure with respect to the Property, shall have delivered written notice to the Mortgagee or Subsequent Owner specifying the leasehold improvements or other construction obligations which the Landlord was to have performed at the Property pursuant to the Lease but which were not performed by the Landlord as of the date of such notice.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents A of this Article 7 to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenturecontrary, Landlord is required 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 statutethe holder of such Mortgage within thirty (30) days following Tenant's execution and delivery of the same. In addition, 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 provided this Lease shall be to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all shall not be in default hereunder beyond applicable notice and grace periods, Landlord shall secure from the holder of any future Mortgage any the lessor of any future Superior Lease intended to be superior to the interest of Tenant hereunder an agreement either (i) substantially in the form annexed hereto as Exhibit 2 (with such changes thereto as may be reasonably required by the future lender or lessor in accordance with customary lending or real estate practices) or, (ii) if a substantially different form, then in a form which is reasonably acceptable to Tenant. Tenant covenants and agrees to execute and deliver any such agreement from a future lender or lessor within ten (10) business days following Tenant's receipt of the termssame, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation failing which this Lease shall be paid and held deemed subordinate to any such future Mortgage or future Superior Lease pursuant to the terms of subsection A of this Article 7. In the Leaseevent the fees incurred by Landlord in connection with obtaining any subordination, non-disturbance and attornment agreement exceeds the amount of $10,000.00, Tenant agrees to equally share the balance of such fees with Landlord, payable as additional rent hereunder within ten (10) business days following Tenant's receipt of an invoice therefor.

Non-Disturbance. Notwithstanding If any action or proceeding is commenced by Lender for the provisions 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 1 hereof32 of the Lease (hereinafter "Tenant's Lender") 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 consents (including, without limitation, Tenant's current senior secured lenders pursuant to the terms of that certain Landlord's Waiver and Agreement the "(Landlord's Waiver and Agreement") dated as of the date of the Lease among Tenant, Landlord and XX Xxxxxx Xxxxx Bank, N.A., as agent for Tenant's current senior secured lenders), except as specifically set forth elsewhere in this Agreement, and the sale of the Property in any 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 agrees thatany rights of any Tenant's Lenders (including, if Lender exercises any of its rights without limitation Tenant's current senior secured lenders under the Security DocumentsLandlord's Waiver and Agreement), including an entry by Lender pursuant to provided that at the Indenture time of the commencement of any such action or a foreclosure of, proceeding or at the time of any such sale or exercise of any power of sale undersuch other rights, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “an Event of Default” (, as defined in the Lease) , by Tenant shall not 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) Landlord shall not have terminated the Lease. The immediately preceding sentence shall in no way be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as deemed a direct lease between Lender and waiver of Lender's rights to enforce any remedy against Tenant upon all of the terms, covenants and conditions set forth in under the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contraryas Landlord, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseLease in the event that Lender becomes the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or otherwise.

Non-Disturbance. Notwithstanding Mortgagee agrees that (a) Mortgagee shall not terminate the provisions Lease nor shall Mortgagee disturb or affect Tenant’s (or, with respect to any person or entity claiming through or under Tenant, such person’s or entity’s) leasehold estate, use and possession of Section 1 hereof, Lender consents the Premises or any portion thereof in accordance with the terms of the 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 (or other documents securing the indebtedness secured by 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 agrees that, if Lender exercises any of its rights under and/or the Security Documents, including an entry by Lender Building pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture Mortgage or any sale other proceeding to enforce the Mortgage (or transfer in lieu thereofother documents securing the indebtedness secured by the Mortgage), neither Tenant (anor any person or entity claiming through or under Tenant) Tenant shall not be named or joined as a party defendant therein, and the sale of the Port Authority Ground Lease and/or Building in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced and the exercise by Mortgagee of any of its other rights under the Mortgage (or is pending other documents securing the indebtedness secured by the Mortgage) shall be made subject to name all rights of Tenant (and any person or join Tenant as a party defendant in entity claiming through or under Tenant) under the Lease, provided that (i) at the time of the commencement of any suit, such action or proceeding for or at the appointment time of a receiver to quiet title to the Premises any such sale or to prevent impairment exercise of Lender’s security under the Indenture and any such other rights set forth in any other suit, action clauses (a) or proceeding the purpose or intent (b) of which shall be to enforce Lender’s rights and remedies under the Security Documents)this Section 2, (bx) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and (y) Tenant upon shall not be in default (after all applicable notices have been given and all applicable grace periods have expired) under any of the terms, covenants and or conditions set forth in of the Lease, Lease on Tenant’s part to be observed or performed and (cii) Lender Tenant may be so named or joined in any such action or proceeding if required by law, so long as (1) in connection with such naming and joining of Tenant, Mortgagee will not disturb seek to terminate or extinguish Tenant’s right rights (or those of quiet possession any person or entity claiming through or under Tenant) under this Agreement or the Lease and (2) none of Tenant’s rights (or those of any person or entity claiming through or under Tenant) under this Agreement or the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation Lease shall be paid and held pursuant to the terms impaired or otherwise affected by such naming or joining of the LeaseTenant.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereofIf, at any time, Lender consents to or any person or entity or any of their successors or assigns who shall acquire the interest of Landlord under the Lease and agrees thatthrough a foreclosure of the Security Instrument, if Lender exercises any the exercise of its rights the power of sale under the Security DocumentsInstrument, including a deed-in-lieu of foreclosure, an entry by Lender pursuant assignment-in-lieu of foreclosure or otherwise (each, a "New Owner") shall succeed to the Indenture or a foreclosure of, or exercise interests of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby andLease, so long as no “Event 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 Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable time or giving of notice, grace and cure periodsor both, would constitute a default (collectively, a "Default") on the part of 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender the New Owner and Tenant 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) 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 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 repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the Lease to make such repairs and shall have received insurance proceeds or condemnation awards sufficient to finance the completion of such repairs; or (f) obligated to make any payment to Tenant except for the timely return of any security deposit actually received by such New Owner. For purposes of this Agreement, the term “Material” means any amendment or modification of the Lease which does any one or more of the following: (i) reduces the rent (whether base rent or additional rent payable by Tenant); (ii) reduces the term of the Lease; or (iii) imposes any material financial or construction obligation on landlord (including Landlord or New Owner) which is not set forth in the LeaseLease (including, and (c) Lender will not disturb Tenantwithout limitation, Landlord’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein maintenance, repair and/or replacement obligations with respect to the contrary, Property and the Premises). Nothing contained herein shall prevent Lender expressly acknowledges and agrees that from naming or joining Tenant in any net award in the event of a taking foreclosure or condemnation shall be paid and held other action or proceeding initiated by Lender pursuant to the terms 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 Leaserights of Tenant as set forth in this Agreement. If Lender joins Tenant in such action, Landlord, by executing this Agreement, agrees to indemnify, defend and hold Tenant harmless from and against any loss, cost or expense incurred or suffered by Tenant, including without limitation, reasonable attorneys’ fees and court costs, in being made a party to or arising from such action, which indemnity shall survive termination or expiration of this Agreement.

Non-Disturbance. Notwithstanding Lender does hereby agree with Tenant that so long as Tenant is not in default under the provisions Lease (beyond any period expressly given Tenant under the Lease to cure any such default) in any manner which would entitle Landlord to terminate the Lease or would cause, without any further action of Section 1 hereofLandlord, the termination of the Lease or would entitle Landlord to dispossess Tenant thereunder, then: (i) Lender consents will take no action which will interfere with or disturb Tenant’s possession or use of the Premises or other rights under the Lease; and (ii) in the event Lender or its successor or assign (Lender and any such successor or assign is herein referred to as the “Successor Landlord”) becomes the owner of (or otherwise is in possession of) the Premises by foreclosure (judicial or non-judicial), exercise of a power of sale or other enforcement right under the Mortgage, exercise of the rights of a mortgagee in possession pursuant to the Mortgage or the Assignment pursuant to a receivership or otherwise, conveyance in lieu of foreclosure or other exercise of Lender’s remedies pursuant to the Mortgage, the Assignment or any other documents exercised in connection therewith (any or all of the foregoing hereinafter referred to as a “Foreclosure”), neither the Lease nor any of Tenant’s rights pursuant to the Lease and agrees that, if Lender exercises any shall be extinguished by reason of its rights under such Successor Landlord acquiring the Security Documents, including an entry by Lender pursuant to interest of Landlord or coming into the Indenture or a foreclosure possession of, or exercise of any power of sale underacquiring title to, the Indenture or Premises by reason of such Foreclosure. In any sale or transfer in lieu thereofForeclosure, (a) Tenant Lender shall not be named or joined join Tenant as a party defendant in any action or proceeding to foreclose the Indenture (except brought pursuant to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant as a party defendant Mortgage in any suitmanner which would alter, action disturb 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy of the Premises and invalidate Tenant’s rights to possess 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of use the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held 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 other right (including any right of first offer or right of first refusal) to purchase all or any part of the Premises contained in the Lease is specifically subordinated to the rights of Lender under the 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 the Lease, if any, which provides Landlord an option to cancel the Lease independent of any default on the part of Tenant.

Non-Disturbance. Notwithstanding the provisions As to each Overlessor, deed of Section 1 hereoftrust trustee, Lender consents 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 Lease and agrees that, if Lender exercises any of express condition that so long as Tenant is not in default in its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereofobligations hereunder beyond applicable grace periods, (a) Tenant shall will not be named or joined as made a party defendant 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 to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents)mortgage, (b) the Tenant's possession shall not be disturbed by such Senior Holder, and (c) this Lease shall not be cancelled or terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) by such Senior Holder and 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 by Lender but shall instead continue in full force and effect upon such foreclosure or recovery of possession as a direct lease between Lender Tenant and the person or entity acquiring the interest of Landlord, or between Tenant and the Overlessor, as the case may be, upon all of the terms, covenants covenants, conditions and conditions agreements set forth in the this Lease, and provided in each case that, unless the Senior Holder is the General Electric Pension Trust, the trustees or any subsidiary thereof, neither such Senior Holder nor any person or entity acquiring title to the Buildings as a result of foreclosure or trustee's sale nor any successor or assign of either of the foregoing shall be (ci) Lender will not disturb bound by or liable for any payment of Rent which may have been made more than thirty (30) days before the due date of such installment, (ii) subject to any defense or offset which Tenant may have to the payment of Rent or other performance under this Lease, unless a Senior Holder that institutes a foreclosure or other conveyance of title to a Building or Buildings has been notified of Tenant’s 's claim of a set off right, and, if the set off rights are determined pursuant to a court action or arbitration, has been given the opportunity to appear in, an action in which Tenant is awarded a set off right pursuant to Article 53.2 above, in which event Tenant's right of quiet possession 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 Premises under date on which such Senior Holder or other party acquires title to a Building or Buildings, (iii) bound by any amendment or modification to this Lease made without the terms consent of the Lease. Notwithstanding anything herein such Senior Holder, (iv) liable for any monies owing by Landlord or on deposit with Landlord to the contrarycredit of Tenant, Lender expressly acknowledges which such Senior Holder shall not have received, except as aforesaid, or (v) bound by or liable for any act or omission of any prior Landlord, and agrees that Tenant shall not have any net award right to set off (except as provided in the event clause (ii) above) or assert against such Senior Holder or other person or entity any claim or damages arising therefrom. The provisions of a taking or condemnation shall be paid and held pursuant to the terms of the Lease.this 50

Non-Disturbance. Notwithstanding So long as Tenant is not in default under any of the provisions terms, covenants or conditions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentafter notice, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statutethe Lease, judicial decision and the expiration of any applicable cure period) which default has continued to exist for such period of time (after notice, if any, required by the Lease, and the expiration of any applicable cure period) as would entitle Landlord to terminate the Lease or would cause, without any further action of Landlord, the court in which such action termination of the Lease or proceeding has been commenced or is pending would entitle Landlord to name or join dispossess 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 to enforce Lender’s rights and remedies under the Security Documents)thereunder, (bi) all of Landlord’s interests as landlord under the Lease shall not be terminated or affected thereby anddeemed automatically assigned, so long as no “Event of Default” (as defined in the Lease) shall have occurred transferred, and be continuing beyond any applicable noticeconveyed to Fee Owner, grace and cure periods, Tenant’s possession, use and occupancy of the Premises and Tenant’s rights and privileges under the Lease (including during and all extension periods which have been or are hereafter exercised) terms therein and rights of Tenant thereunder shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender Fee Owner and Tenant upon all 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 XX 000000000x0 Tenant's possession of the terms, covenants Leased Premises as described in the Lease and conditions set forth in Tenant's other rights under the Lease will not be disturbed during the term of the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that including any net award in the event of a taking or condemnation shall be paid and held extensions thereof exercised pursuant to the terms of the Lease (iii) Fee Owner (or its successor) will recognize and abide by the provisions of the Lease and Tenant's rights thereunder, notwithstanding any other provisions in the Ground Lease, and (iv) any action by Fee Owner to enforce the Ground Lease by reason of a default thereunder will not terminate the Lease or invalidate or constitute a breach of any of the terms thereof.

Non-Disturbance. Notwithstanding This Lease Agreement shall be subordinate and subject to all ground or underlying leases and mortgages covering the provisions fee of Section 1 hereofthe property, Lender consents 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 and agrees thatAgreement, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant such subordination shall not be named or joined as effective unless and until Landlord shall obtain from any and all such ground lessors, underlying lessors, and/or lenders a party defendant in written agreement with Tenant wherein any action or proceeding to foreclose the Indenture (except to the extentand all such ground lessors, if anyunderlying lessors, and/or lenders shall agree that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the this Lease Agreement shall not be terminated divested or in any way affected thereby andby 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 no “Event Tenant complies with the terms, conditions, and covenants of Default” this Lease Agreement and performs its obligations under this Lease Agreement (said agreement being referred to herein as defined in a "Non-Disturbance Agreement"). If Landlord shall so fail to obtain a Non-Disturbance Agreement from any ground lessor, holder of any mortgage, or underlying lessor, then the Lease) parties recognize that this Lease Agreement shall have occurred be and be continuing beyond remain superior to any applicable noticesuch ground lease agreement, grace underlying lease agreement, and/or mortgage entered into or executed subsequent to the date of this Lease Agreement. Landlord and cure periodsXxxxxx agree that the terms, Tenant’s possessionconditions, 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) covenants contained herein shall not be diminishedaltered or affected by subsequent change in ownership of the Shopping Center building by reason of foreclosure, disturbed conveyance, or intervened with by Lender but otherwise. Any document purporting to transfer ownership in the building, whether presently in existence or not, shall instead continue in full force be subordinate to this Lease Agreement, and effect as a direct lease between Lender and Tenant upon all of subject to the terms, obligations, and covenants and conditions set forth herein. In the event that a change of ownership in the Lease, and (c) Lender will not disturb Tenant’s right building results in any additional costs to Tenant by material alteration of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein this Lease Agreement, Xxxxxxxx agrees to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Leaseindemnify Tenant for such costs.

Non-Disturbance. Notwithstanding 2.1 So long as Tenant is not in default under any of the provisions material terms, covenants or conditions of Section 1 hereofthe Lease (beyond any period provided to Tenant to cure such default by the terms of the Lease), Lender consents to Tenant's rights under the Lease and agrees that, if possession of the Premises thereunder shall not be affected or disturbed by Lender exercises in the exercise of any of its rights or remedies under the Security Loan Documents, including an entry by Lender pursuant to . 2.2 Upon foreclosure of the Indenture Mortgage or the granting of a deed in lieu of foreclosure of, or the exercise of any power of sale under, other remedy available to Lender under the Indenture Loan Documents or applicable law pursuant to which Lender or any purchaser at a foreclosure sale or transfer in lieu thereof, trustee's sale (athe “Successor Landlord”) Tenant shall not be named succeeds to some or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy all of the Premises and Tenant’s rights and privileges under interest of Landlord as the owner of the Premises, the Lease (including during all extension periods which have been or are hereafter exercisedrenewal and other options contained therein) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon though the default giving rise to such action had not occurred. The Successor Landlord proceeding shall recognize all of the terms, covenants rights and conditions set forth in interest of Tenant under the Lease, Lease and (c) Lender will not disturb Tenant’s right shall perform all of quiet the duties and responsibilities of the Landlord under the Lease for so long as it holds title to or possession of the Premises under with the same force and effect and with the same priority in right as if the Lease were directly made between Lender and Tenant, so long as Tenant is not in default of a material term thereunder beyond any applicable cure period available to Tenant by law, in equity or by the terms of the Lease. Notwithstanding anything herein 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 contrary, Lender expressly acknowledges same extent and agrees that any net award in with the event of a taking or condemnation same force as if the Successor Landlord were the landlord under the Lease and shall be paid bound by and held pursuant perform all of the obligations imposed upon Tenant under the Lease. Tenant's attornment hereunder shall be effective and self-operative without the execution of any other instruments on the part of any party and shall be effective concurrently with such owner's acquisition of leasehold title to the terms Premises. Landlord hereby irrevocably authorizes Tenant to make payment of rent to the Successor Landlord upon receipt of the aforementioned notice and waives any claims against Tenant for following any such demand received from the Successor Landlord. 2.3 Lender shall not include Tenant in any foreclosure proceeding involving the Premises unless required to comply with the procedural requirements of applicable law and not to terminate Tenant's rights and interests under the Lease.

Non-Disturbance. Notwithstanding the provisions So long as no default exists, nor any event of Section 1 hereofdefault has occurred, Lender consents which has continued to the Lease exist for such period of time (after notice and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentcure period(s), if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant Lease) as a party defendant in any suit, action or proceeding for would entitle the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security lessor under the Indenture and in Lease to terminate the Lease or would cause, without any other suitfurther action on the part of Landlord, action the termination of the Lease or proceeding would entitle such lessor to dispossess the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents)lessee thereunder, (b) the Lease shall not be terminated 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 thereby andin any other manner, so long as no “Event in any exercise of Default” (as defined the power of sale contained in the Lease) shall have occurred and be continuing beyond Security Deed, or by any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy foreclosure or any action or proceeding instituted under or in connection with the Security Deed or in case the Lender takes possession of the Premises and Tenant’s rights and privileges property described in the Security Deed pursuant to any 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 entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding, and the successors and assigns thereof (including during all extension periods which have been or are hereafter exercisedhereinafter called “the Purchaser”) shall not be diminished, disturbed be: (a) liable for any act or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all omission of the terms, covenants and conditions set forth in any prior lessor under the Lease, and ; or (b) subject to any offsets or defenses which the lessee under the Lease might have against any prior lessor under the Lease; or (c) Lender will not disturb Tenant’s right of quiet possession of bound by any base rent, percentage rent or any other payments which the Premises lessee under the terms of Lease might have paid for more than the current month or the next month to any prior lessor under the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Lease.; or

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease So long as Tenant complies with this Agreement and agrees that, if Lender exercises is not in default under any of its rights under the Security Documentsterms, including an entry by Lender pursuant to the Indenture or a foreclosure ofcovenants, or exercise conditions of any power of sale underthe Lease, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender the succeeding owner of the Property and Tenant Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, except as otherwise set forth in 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 (c) Lender to be bound by and perform all of the obligations imposed by the Lease, and Lender, or any 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 right sale or any successor owner of quiet the Property shall not be: (i) liable for any act or omission of a prior landlord (including Landlord) or subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord, except to the 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 Premises under the terms of the Lease. Notwithstanding anything herein to the contraryProperty, in which case Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant shall, subject to the terms of the Lease, be liable for damages arising on and after the date it succeeded to Landlord’s title under the Lease; or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord), but Tenant shall not be obligated to pay to Lender or any purchaser at a sheriff’s sale or any successor owner of the Property any credits properly taken before Lender or any purchaser at a sheriff’s sale or any successor owner of the Property succeeded to such interest; or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (including Landlord) unless and until Lender or such other purchaser has actually received for its own account as landlord the full amount of such deposit; or (iv) bound by any amendment or modification of the Lease made without the written consent of Lender or such other purchaser.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents anything to the contrary in the Sublease or in this Consent, upon the expiration or earlier termination of the Master Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender (whether pursuant to a termination right expressly granted to Landlord or Tenant in the Indenture Master Lease or a foreclosure ofpursuant to an agreement between Landlord and Tenant entered into after the date of the Sublease), or exercise upon the surrender of any power of sale underthe Premises by Tenant to Landlord, the Indenture Sublease shall terminate as of the effective date of such expiration or any sale or transfer in lieu thereofearlier 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) Tenant the monthly Base Rent shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture increased by Forty-Four Thousand Eight Hundred Twenty-Six Dollars (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 $44,826.00) for the appointment remainder 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” 1st Phase (as defined in the Direct Lease); and (b) Tenant’s Percentage Share shall be increased by 4.49% (to 6.69% instead of 2.20%) for the remainder of the 1st Phase. Landlord and Subtenant agree to enter into a written amendment to the Direct Lease documenting such expansion; provided, however, that such expansion shall be enforceable by either party notwithstanding any failure by the parties to enter into such an amendment. Notwithstanding the foregoing, in no event shall Landlord (i) be liable for any default by Tenant under the Sublease or this Consent or for any other accrued obligation of Tenant under the Sublease or this Consent, (ii) be liable for any security deposit, letter of credit or other security made by Subtenant under the Sublease except to the extent that such security shall have occurred and actually be continuing beyond transferred by Tenant to Landlord, (iii) be subject to any applicable noticeoffsets, grace and cure periodsclaims or counterclaims that shall have accrued in favor of Subtenant against Tenant, Tenant’s possession(iv) be bound by any payment or rent or additional rent that Subtenant may have paid for more than one (1) month in advance, use and occupancy or (v) be bound by any amendment or modification of the Premises Sublease made without Landlord’s prior written consent (but the provisions of this sentence are not intended to, and Tenant’s rights and privileges 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 (including during all extension periods which have been i) through (v)). In no event shall the foregoing be construed to grant to Tenant any right to terminate the Master Lease or are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender and relieve Tenant upon all from any liability to Subtenant for any termination of the terms, covenants and conditions set forth Sublease in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession violation of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Leasethereof.

Non-Disturbance. Notwithstanding Mortgagee agrees that (a) Mortgagee shall not terminate the provisions Lease nor shall Mortgagee disturb or affect Tenant’s (or, with respect to any person or entity claiming through or under Tenant, such person’s or entity’s) leasehold estate, use and possession of Section 1 hereof, Lender consents the Premises or any portion thereof in accordance with the terms of the 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 agrees that, if Lender exercises any of its rights under and/or the Security Documents, including an entry by Lender Building pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture Mortgage or any sale other proceeding to enforce the Mortgage, neither Tenant (nor any person or transfer in lieu thereof, (aentity claiming through or under Tenant) Tenant shall not be named or joined as a party defendant therein, and the sale of the Port Authority Ground Lease and/or Building in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced and the exercise by Mortgagee of any of its other rights under the Mortgage (or is pending other documents securing the indebtedness secured by the Mortgage) shall be made subject to name all rights of Tenant (and any person or join Tenant as a party defendant in entity claiming through or under Tenant) under the Lease, provided that (i) at the time of the commencement of any suit, such action or proceeding for or at the appointment time of a receiver to quiet title to the Premises any such sale or to prevent impairment exercise of Lender’s security under the Indenture and any such other rights set forth in any other suit, action clauses (a) or proceeding the purpose or intent (b) of which shall be to enforce Lender’s rights and remedies under the Security Documents)this Section 2, (bx) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and (y) Tenant upon shall not be in material default (after all applicable notices have been given and all applicable grace periods have expired) under any of the terms, covenants or conditions of the Lease on Tenant’s part to be observed or performed and conditions set forth (ii) Tenant may only be so named or joined in any such 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 Lease, (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 (c3) Lender such naming or joining will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein cause Tenant to the contrary, Lender expressly acknowledges and agrees that incur any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Leasecosts.

Non-Disturbance. Notwithstanding Landlord shall use reasonable efforts to obtain a subordination, non-disturbance and attornment agreement in favor of Tenant from any future holder of any Mortgage and any future lessor under any Superior Lease, in the provisions form generally used by such holder or lessor, as the case may be; it being expressly understood that the failure by Landlord to obtain any such agreement shall in no way relieve Tenant of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under obligations hereunder or alter or affect the Security Documentssubordination of this . Lease as provided in this Article. Landlord shall not be required to expend any sums or to pay or incur any fees in connection with such efforts unless Tenant pays the same to Landlord in advance and Landlord shall not be required to reject any potential financing or other arrangement or to seek alternate financing arrangements if any such holder or lessor is unwilling to deliver such agreement to and for the benefit of Tenant. ’ (f) The following shall be added to the end of Subsection (C) of Article 12 of the Lease: ‘ Notwithstanding the foregoing, including Landlord will not have the right to exercise either of said options in connection with an entry by Lender assignment of this Lease or a sublease of all or part of the Premises to a “related corporation” (as hereinafter defined). ’ (g) Article 29 shall be modified as follows: (i) With respect to the New Space only, the following shall be added to subparagraph C following the third sentence: ‘ In the event of a major mechanical failure of the existing air-cooling units serving all or any portion of the New Space during the Term hereof (which shall be deemed to mean a failure involving the coil, fan or compressor components of such units), Landlord agrees to repair or replace the same at Landlord’s cost, provided and upon the condition that Tenant has entered into service maintenance agreements pursuant to the Indenture or preceding sentence and provides a foreclosure ofcopy of service and maintenance records to Landlord at Landlord’s request. Furthermore, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking major mechanical failure of that certain existing fifteen (15) ton, twenty-two (22) year old air-cooled unit presently serving the 11th Floor Premises (which shall be deemed to mean a failure involving any of the components of such unit, except those normally part of air-cooling service maintenance agreements), Landlord agrees to repair or condemnation replace the same at Landlord’s cost (including, without limitation, the cost of furnishing and installing replacement components or a new unit, as necessary, the cost of temporarily relocating Tenant’s furniture, fixtures, equipment and other personal property to perform such work, and the cost of any associated alterations required to be made to the 11th Floor Premises to perform such repair or replacement), provided and upon the condition that Tenant has entered into service maintenance agreements pursuant to this subsection C of Article 29 of the Lease with respect to such existing air-cooling unit and provides a copy of service and maintenance records to Landlord at Landlord’s request. ’ (ii) The first four sentences of subparagraph H(i) shall be deleted in their entirety and the following shall be inserted in lieu thereof: ‘ Landlord shall redistribute six (6) wxxxx of connected electrical load per rentable square foot of space deemed to be in the Premises for the servicing of all of Tenant’s electrical needs within the Premises, excluding, any air-cooling equipment located in, or exclusively servicing, the Premises. Tenant shall install a submeter to measure Tenant’s consumption of electrical energy in the Premises at Tenant’s sole cost and expense; it being understood and agreed that subject to and in accordance with the terms of this Lease and to the consent of the public utility company serving the Building, Tenant may connect this submeter to other submeters of Tenant in the Building. The cost of electricity utilized by Tenant shall be paid for by Tenant to Landlord as additional rent and held pursuant shall be calculated at the then applicable rate charged to Landlord by the terms public utility company serving the Premises for consumption of the amount of electrical energy in question, plus (a) Landlord’s charge for overhead and supervision in the amount of ten percent (10%) of the total electric bxxx and (b) any taxes or other charges in connection therewith.’ (h) The following shall be added as Article 41 of the Lease.:

Non-Disturbance. Notwithstanding In the provisions event of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any enforcement action under any of its rights under the Security Documentsdocuments evidencing and/or securing the Loan, including an entry by Lender but not limited to foreclosure of the Deed of Trust, or upon a sale of the Property pursuant to the Indenture or a foreclosure of, or exercise of any trustee’s power of sale undercontained therein, or upon a transfer of the Indenture or any sale or transfer Property by conveyance in lieu thereof, (a) then: a. So long as Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding complies 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 this Agreement and an Event of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security Default under the Indenture and in any other suitterms, action covenants, or proceeding conditions of the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents)Lease is not then occurring, (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender Beneficiary or other Successor Owner of the Property and Tenant Tenant, upon and subject to all of the terms, covenants and conditions set forth in of the Lease, for the balance of the term of the Lease. Tenant hereby agrees to attorn to and accept Beneficiary and any such other Successor Owner of the Property, as applicable, as landlord under the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession to be bound by and perform all of the Premises obligations to be performed by Tenant under the terms Lease and under this Agreement (such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the Lease. Notwithstanding anything herein parties to this Agreement immediately upon Beneficiary or such other Successor Owner of the Property succeeding to the contraryinterest of the prior landlord (including Landlord) under the Lease), Lender expressly acknowledges and agrees that in such event, Beneficiary, or any net award in such other Successor Owner of the event Property, so long as there is not an Event of a taking or condemnation shall be paid Default under the Lease, and held pursuant to the terms of the Lease, will not disturb the possession of Tenant, will be bound by all of the obligations imposed on the Landlord by the Lease, and will cure continuing defaults by Landlord. Notwithstanding the foregoing, in the event of such foreclosure or sale under power of sale or transfer in lieu thereof, Beneficiary, and any other Successor Owner of the Property, their successors and assigns, shall not be: (1) liable for any act or omission of a 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 Lease permits Tenant to recover; (4) bound by 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 notice is given pursuant to the terms of the Lease, unless a copy thereof was also given to Beneficiary. b. Upon the written request of Beneficiary given at the time of or at any time after any such foreclosure, trustee’s sale or other transfer, Tenant shall execute an amended and restated lease of the Premises with Beneficiary or a Successor Owner upon the same terms, covenants, conditions and provisions as the Lease between Landlord and Tenant, as modified by this Agreement for the duration of the Term of the Lease. c. Beneficiary and any other Successor Owner of the Property shall be liable for 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 other Successor Owner of the Property’s ownership of the Property, 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 to the landlord’s obligations under the Lease thereafter to be performed.. Any liability of Beneficiary or any such other Successor Owner of the Property to Tenant for damages as a result of the default of Beneficiary or such other Successor Owner of the Property in 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 such other Successor Owner of the Property’s interest in the Premises.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents agrees that so long as conditions do not exist entitling Lessor to declare the Lease and agrees thatany amendments (including the Lease Amendment) terminated, if Lender exercises any Lessee's possession and enjoyment of its rights under the Security Documents, including an entry Premises shall not be interfered with by Lender in a foreclosure action, sale, or other action or proceeding instituted under or in connection with the Deed of Trust. In the event of foreclosure of the Deed of Trust, whether by action pursuant to the Indenture or a foreclosure of, or exercise of any power of sale undertherein contained or otherwise, or delivery of a deed to the Indenture Property or any sale or transfer portion thereof in lieu thereofof foreclosure of the Deed of Trust, (a) Tenant shall not be named whereby the purchaser upon foreclosure of the Deed of Trust or joined as the grantee under a party defendant deed in any action or proceeding to foreclose lieu of foreclosure of the Indenture (except Deed of Trust has notified Lessee that it has succeeded to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose ownership of all interest in the Indenture, Landlord is required by statute, judicial decision or Property and 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 rights of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security Lessor under the Indenture and in any other suitLease, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) then the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” and any amendments (as defined in including the LeaseLease Amendment) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender such purchaser or grantee of the Property and Tenant Lessee, upon all of and subject to the terms, covenants covenants, and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises 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 LeaseLease and any amendments (including the Lease Amendment). Notwithstanding anything herein to Such purchaser or grantee will not disturb the contrary, Lender expressly acknowledges possession of Lessee and agrees that will be bound by all of Lessor's obligations under the Lease and any net award in amendments (including the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseLease Amendment).

Non-Disturbance. Notwithstanding the provisions So long as no default exists, nor any event has occurred which has continued to exist for such period of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, time (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentafter notice, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant Lease) as a party defendant in any suit, action or proceeding for would entitle the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security lessor under the Indenture and in Lease to terminate the Lease or would cause, without any other suitfurther action on the part of such lessor, action the termination of the Lease or proceeding would entitle such lessor to dispossess the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents)lessee thereunder, (b) the Lease shall not be terminated terminated, nor shall such lessee's use, possession or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy enjoyment of the Leased Premises and Tenant’s or rights and privileges under the Lease (including during all extension periods which 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 takes possession of the Property pursuant to any provisions of the Security Deed or 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 are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect entity acquiring the interest of the lessor under the Lease as a direct lease between result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the "Purchaser") nor Lender and Tenant upon all if Lender takes possession of the terms, covenants and conditions set forth in Property shall be (a) liable for any act or omission of any prior lessor under the Lease, and 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) Lender will not disturb Tenant’s right of quiet possession 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 Premises Lease made without Lender's prior written consent; or (f) bound by any consent by any lessor under the terms Lease to any assignment or sublease of the Lease. Notwithstanding anything herein 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 the contrarybe performed thereunder as lessor, Lender expressly acknowledges and agrees it being acknowledged that any net award Tenant's sole remedy in the event of a taking or condemnation such default shall be paid -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 held pursuant interests under the Security Deed be deemed an interest in the Property. Notwithstanding anything contained herein to the terms 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 obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Lender.

Non-Disturbance. Notwithstanding In the provisions event of Section 1 hereofforeclosure of the Mortgage or conveyance in lieu of foreclosure, Lender consents which foreclosure or conveyance occurs prior to the Lease and agrees that, if Lender exercises any expiration of its rights under the Security Documentsterm of the Lease, including an entry by Lender pursuant to the Indenture or a foreclosure ofany extensions and renewals of such term now provided thereunder, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined Tenant is not in the Lease) shall have occurred and be continuing beyond default under 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth 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 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 of its other rights under the Mortgage shall be made subject to all rights of Tenant under the Lease (csubject to the terms of this Agreement); provided, further, however, that Mortgagee and Tenant agree that the following provisions of the Lease (if any) Lender will shall not disturb Tenant’s be binding on Mortgagee or Acquiring Party: any option to purchase or any right of quiet possession 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 Premises under Property which is inconsistent with the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseMortgage.

Non-Disturbance. Notwithstanding With respect to any sublease of the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture Demised Premises or any sale or transfer in lieu thereof, part thereof (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose which demises at least one full floor of the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents)South Building, (b) the term of which is for at least ten (10) years or for remainder of the Term, less one day, if less than 10 years then remains in the Term; (c) the rent and additional rent under which (after deducting therefrom an amount equal to the Impositions payable hereunder with respect to the premises demised thereby and an amount equal to the expenses payable by Tenant to provide to the premises demised thereby the services referred to in clause (f) below) shall be no less than the portion of the Minimum Rent payable hereunder applicable on a pro-rata basis to the premises demised thereby (or, if such rent is less, the subtenant shall agree to pay same at the rate of the 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 delivered to Landlord 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 (g) which provides that, after termination of this Lease and attornment by the subtenant to Landlord, the subtenant shall not, without the prior written consent of Landlord, sublease all or any part of the premises demised thereby or assign the sublease, except in either case, to a wholly-owned subsidiary of, or an entity wholly owning, the subtenant, or to a successor of the subtenant, by merger, sale of assets or consolidation, provided that the net worth of such successor subtenant, calculated in accordance with generally accepted accounting principles, without regard to good will, shall be at least equal to the net worth of subtenant, as so calculated, ninety (90) days prior to the succession transaction, and evidence of such net worth (in the form of current financial statements certified by a "Big Five" firm of certified public accountants or current registration statements or reports filed with the Securities and Exchange Commission) shall have been delivered to Landlord, Landlord shall, upon Tenant's request, enter into an agreement in substantially the form attached hereto as Schedule I (a "Landlord Non-Disturbance Agreement") with such subtenant. Any dispute as to whether any sublease complies with the provisions of this Section 14.9 shall be resolved by arbitration in accordance with Section 14.13 hereof; provided, however, that the form of the Landlord Non-Disturbance Agreement shall not be terminated or affected thereby andsubject to arbitration. If the result of such arbitration shall be adverse to Landlord, so long as no “Event of Default” (as defined in the Lease) 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) Landlord shall not be diminishedliable for damages but Landlord shall then execute a Landlord Non-Disturbance Agreement. If Tenant shall make any request under this Section 14.9, disturbed or intervened it shall reimburse Landlord for Landlord's reasonable out-of-pocket expenses (including attorneys' fees and disbursements, credit investigation fees and the fees and disbursements of other professionals) incurred by Landlord in order to determine if the sublease complies with by Lender clauses (a) through (d) above, but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all not the costs of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Leaseany such arbitration. Notwithstanding anything herein in this Section 14.9, in 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 to the contrary, Lender expressly acknowledges and agrees that date of any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Leasesuch attornment.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereofIf, at any time, Lender consents to or any person or entity or any of their successors or assigns who shall acquire the interest of Landlord under the Lease and agrees thatthrough a foreclosure of the Security Instrument, if Lender exercises any the exercise of its rights the power of sale under the Security DocumentsInstrument, including a deed-in-lieu of foreclosure, an entry by Lender pursuant assignment-in-lieu of foreclosure or otherwise (each, a "New Owner") shall succeed to the Indenture or a foreclosure of, or exercise interests of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby andLease, so long as the Lease is then in full force and effect, Tenant complies with this Agreement and no “Event default after the giving of Default” (as defined in the Lease) shall have occurred any required notice, and be continuing beyond expiration of any applicable noticegrace period, 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 exerciseda "Default") on the part of Tenant exists under the Lease, the Lease shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender the New Owner and Tenant Tenant, upon and subject to all of the terms, covenants and conditions set forth in 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) 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) Lender will not disturb Tenant’s right 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 quiet one calendar quarter or by any security deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord (including Landlord), except to the extent that such New Owner actually comes into exclusive possession of the Premises same; or (d) bound by any assignment (except as permitted by the Lease), surrender, release, waiver, cancellation, amendment or modification of the Lease made without the written consent of Lender which consent shall not be unreasonably withheld, conditioned or delayed by Lender; or (e) responsible for the making of any improvement to the Property or repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the terms of the Lease. Notwithstanding anything herein Lease to the contrary, Lender expressly acknowledges make such repairs and agrees that any net award in the event of a taking shall have received insurance proceeds or condemnation shall be paid and held pursuant awards sufficient to finance the terms completion of such repairs; or (f) obligated to make any payment to Tenant except for the Leasetimely return of any security deposit actually received by such New Owner.

Non-Disturbance. Notwithstanding With respect to any sublease of the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture Demised Premises or any sale or transfer in lieu thereof, part thereof (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose which demises at least one full floor of the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents)South Building, (b) the term of which is for at least ten (10) years or for remainder of the Term, less one day, if less than 10 years then remains in the Term; (c) the rent and additional rent under which (after deducting therefrom an amount equal to the Impositions payable hereunder with respect to the premises demised thereby and an amount equal to the expenses payable by Tenant to provide to the premises demised thereby the services referred to in clause (f) below) shall be no less than the portion of the Minimum Rent payable hereunder applicable on a pro-rata basis to the premises demised thereby (or, if such rent is less, the subtenant shall agree to pay same at the rate of the 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 delivered to Landlord 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 (g) which provides that, after termination of this Lease and attornment by the subtenant to Landlord, the subtenant shall not, without the prior written consent of Landlord, sublease all or any part of the premises demised thereby or assign the sublease, except in either case, to a wholly-owned subsidiary of, or an entity wholly owning, the subtenant, or to a successor of the subtenant, by merger, sale of assets or consolidation, provided that the net worth of such successor subtenant, calculated in accordance with generally accepted accounting principles, without regard to good will, shall be at least equal to the net worth of subtenant, as so calculated, ninety (90) days prior to the succession transaction, and evidence of such net worth (in the form of current financial statements certified by a "Big Five" firm of certified public accountants or current registration statements or reports filed with the Securities and Exchange Commission) shall have been delivered to Landlord, Landlord shall, upon Tenant's request, enter into an agreement in substantially the form attached hereto as Schedule I (a "Subtenant Non-Disturbance Agreement") with such subtenant. Any dispute as to whether any sublease complies with the provisions of this Section 14.9 shall be resolved by arbitration in accordance with Section 14.13 hereof; provided, however, that the form of the Subtenant Non-Disturbance Agreement shall not be terminated or affected thereby andsubject to arbitration. If the result of such arbitration shall be adverse to Landlord, so long as no “Event of Default” (as defined in the Lease) 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) Landlord shall not be diminishedliable for damages but Landlord shall then execute a Subtenant Non-Disturbance Agreement. If Tenant shall make any request under this Section 14.9, disturbed or intervened it shall reimburse Landlord for Landlord's reasonable out-of-pocket expenses (including attorneys' fees and disbursements, credit investigation fees and the fees and disbursements of other professionals) incurred by Landlord in order to determine if the sublease complies with by Lender clauses (a) through (d) above, but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all not the costs of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Leaseany such arbitration. Notwithstanding anything herein in this Section 14.9, in 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 to the contrary, Lender expressly acknowledges and agrees that date of any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Leasesuch attornment.

Non-Disturbance. Notwithstanding 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 provisions Buildings in a form to be negotiated between Landlord, Tenant and the applicable mortgagee or deed of Section 1 hereoftrust holder, Lender consents to the Lease approval of which by Tenant and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant Landlord shall not be named unreasonably withheld, conditioned or joined as a party defendant in any action or proceeding to foreclose the Indenture delayed (except to the extent"SNDA"), if anyproviding, inter alia, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenturelong as Tenant is not in Default hereunder, 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 Tenant's right of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security under the Indenture possession and in any other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s leasehold rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking foreclosure of such groundlease, mortgage or condemnation 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 paid conveyed subject to this Lease and held pursuant the rights of Tenant hereunder. In addition to the terms foregoing, (a) the SNDA to be provided by Optionee and Beneficiary shall require Optionee or Beneficiary, as applicable, to assume the obligations of Landlord hereunder, including, without limitation, those arising prior to the Leasedate it takes title to the Project, and (b) the SNDA to be obtained from Optionee and Beneficiary shall recognize the specific offset rights of Tenant as set forth in Section C.2.(c) of Exhibit C attached hereto.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) The subordination of this Lease to any ground lease, overriding lease, underlying lease or 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 party defendant in any action result of the termination of such lease or proceeding the lessor's reentry onto the premises thereof, or of the enforcement or foreclosure of the Mortgage shall be bound to foreclose Tenant, and Tenant shall be bound to such party, under all of the Indenture 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 extentEasements Agreement. (b) If any act or omission of Landlord would give Tenant the right, if any, that as a condition precedent to commencing immediately 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 after lapse of a receiver period of time, to quiet title cancel or terminate this Lease, or to xxxxx or offset against the payment of rent or to claim a partial or total eviction, Tenant shall not exercise such right (i) until Tenant shall have given notice of such act or omission to Landlord and to 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 furnished to Tenant, (ii) 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 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 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 same 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, in the event (i) of force majeure, (ii) such Landlord's Mortgagee or superior lessor shall have commenced to cure a default within the applicable time period but shall not have prosecuted the same to completion within said time period, and/or (iii) possession of the Premises or the mortgaged property is required in order for such Landlord's Mortgagee or superior lessor to prevent impairment cure such default, or such default is not susceptible of Lender’s security being cured by such Landlord's Mortgagee or superior lessor. The aforesaid notice to Landlord's Mortgagees and superior lessors may be given by Tenant to any such Landlord's Mortgagee or lessor simultaneously with the giving of such notice to Landlord, or at any time thereafter. (c) 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 succeed to the rights of Landlord under the Indenture and in any other suitthis Lease, whether through possession or foreclosure action or proceeding the purpose delivery of a new lease or intent of which deed, then such party so succeeding to Landlord's rights (herein called "Successor Landlord") and Tenant shall be enter into a written agreement whereby such Successor Landlord agrees to enforce Lender’s rights accept Tenant's attornment and remedies Tenant agrees to attorn to and recognize such Successor Landlord as Tenant's landlord under the Security Documents)this Lease. Upon such attornment, (b) the this Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender the Successor Landlord and Tenant upon all of the terms, conditions and covenants and conditions 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 (cincluding the then defaulting Landlord) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein prior to the contrary, Lender expressly acknowledges and agrees date that any net award in the event of a taking or condemnation Successor Landlord shall be paid and held pursuant have succeeded to the terms rights of Landlord under this Lease, but in any case, provided, however, such non-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 the continuing failure of Successor Landlord to perform the Landlord's obligations under this Lease after the 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 amendment shall increase Successor Landlord's obligations or decrease Tenant's obligations under this Lease). (d) If requested to do so by a first Landlord's Mortgagee who shall have entered, or then be entering, into an SNDA with Tenant, Tenant shall agree to make reasonable changes to this Lease, provided that such changes (individually or collectively) shall not (i) increase or decrease the term of this Lease or increase the rental, or (ii) increase any of Landlord's rights under this Lease, or (iii) increase (except to a de minimis extent) any of Tenant's obligations under this Lease.

Non-Disturbance. Notwithstanding the provisions The Lease and all rights of Section 1 hereof, Lender consents Tenant hereunder are and shall be subject and subordinate to the Lease lien and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise security title of any power Mortgage (as hereinafter defined) presently existing or hereafter encumbering the Building provided that the holder of sale under, said Mortgage agrees not to disturb Tenant’s possession of the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 Leased 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no Tenant is not in default hereunder, as evidenced by a subordination, non-disturbance agreement signed by said holder. Promptly following Xxxxxxxx’s request, Xxxxxx shall execute such a subordination and non-disturbance agreement. For purposes of this Lease, “Event Mortgage” shall mean any or all mortgages, deeds to secure debt, deeds of Default” (as defined trust or other instruments in the Leasenature thereof, and any amendments, modifications, extensions or renewals thereof. Within ten (10) days following receipt of a written request from Landlord, Tenant shall have occurred execute 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 deliver to Landlord an estoppel certificate in such form as Landlord may reasonably request certifying (i) that this Lease (including during all extension periods which have been or are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue is in full force and effect as a direct lease between Lender and Tenant upon all unmodified or stating the nature of any modification, (ii) the termsdate to which rent has been paid, covenants (iii) that there are not, to Tenant’s knowledge, any uncured defaults or specifying such defaults if any are claimed, and conditions set forth in (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 (c) Lender will not disturb Tenant’s right of quiet possession by any purchaser or mortgagee of the Premises under the terms Building. No owner of the Lease. Notwithstanding anything herein Leased Premises, whether or not named herein, shall have liability hereunder after it ceases to hold title to the contrary, Lender expressly acknowledges Leased Premises. Landlord represents and agrees warrants that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms as of the Leasedate of this Ninth Amendment, the Building is not encumbered by a Mortgage.

Non-Disturbance. Notwithstanding Lender shall not, in the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale underright, remedy, or privilege granted by the Indenture Mortgage or any sale the Lease Assignment, or transfer otherwise available to Lender at law or in lieu thereofequity, disturb Tenant's possession under the Lease so long as: (a) 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 exercises any such right, remedy or 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 Lender shall have approved, if such approval is required by the terms of the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender agrees that (i) Tenant will not be named or joined as a party defendant in to any action foreclosure or other proceeding instituted by Lender to foreclose enforce the Indenture (except to terms of the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision Mortgage or the court in which such action Lease Assignment; (ii) any sale 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 other transfer 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth Landlord's interest in the Lease, 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 Lease; and (ciii) the Lease will continue in force and effect according to its original terms, or with such amendments as Lender will not disturb Tenant’s right of quiet possession shall have approved, if such approval is required by the terms and conditions of the Premises under Mortgage or the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseLease Assignment.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, that if Lender exercises any comes into possession of its rights under the Security Documents, including an entry by Lender pursuant or acquires title to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture all or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose part of the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision Leased Premises 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” Lot (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy as a result of foreclosure or other enforcement of the Premises and Tenant’s rights and privileges 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 (including during all extension periods which have been after notice, if any, required by the Lease) as would entitle the Landlord under the Lease to terminate the Lease or are hereafter exercised) would cause, without any further action on the part of such Landlord, the termination of the Lease, the Lease shall not be diminishedterminated, disturbed nor shall Tenant's use, possession or intervened 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 by Lender but shall instead continue in full force and effect 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 direct lease between 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 and Tenant upon all if Lender takes possession of the terms, covenants Property shall have all rights and conditions set forth in obligations of Landlord under the Lease, and 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 continuing monetary defaults of Landlord under the Lease; or (b) liable for the return of any 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 will not disturb Tenant’s right of quiet possession has received prior written notice of the Premises offset, abatement or defense and opportunity to cure the same in accordance with Paragraph 9 below; or (d) bound by any base rent, or any other payments which the Tenant under the terms 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 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. Notwithstanding anything herein ; or (g) personally liable for any default under the Lease or any covenant or obligation on its part to the contrarybe performed thereunder as Landlord, Lender expressly acknowledges and agrees it being acknowledged that any net award Tenant's sole remedy in the event of a taking or condemnation such default shall be paid to proceed against Purchaser's or Lender's interest in the Property and held pursuant to the terms of the Leaserents, or other proceeds arising therefrom.

Non-Disturbance. Notwithstanding the provisions So long as no default exists, nor any event has occurred which has continued to exist for such period of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, time (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentafter notice, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant Lease) as a party defendant in any suit, action or proceeding for would entitle the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security lessor under the Indenture and in Lease to terminate the Lease or would cause, without any other suitfurther action on the part of such lessor, action the termination of the Lease or proceeding would entitle such lessor to dispossess the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents)lessee thereunder, (b) the Lease shall not be terminated terminated, nor shall such lessee's use, possession or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy enjoyment of the Leased Premises and Tenant’s or rights and privileges under the Lease (including during all extension periods which 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 takes possession of the Property pursuant to any provisions of the Security Deed or 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 are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect entity acquiring the interest of the lessor under the Lease as a direct lease between result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the "Purchaser") nor Lender and Tenant upon all if Lender takes possession of the terms, covenants and conditions set forth in Property shall be (a) liable for any act or omission of any prior lessor under the Lease, and ; 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) Lender will not disturb Tenant’s right of quiet possession 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 Premises Lease made without Xxxxxx's prior written consent; or (f) bound by any consent by any lessor under the terms Lease to any assignment or sublease of the Lease. Notwithstanding anything herein 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 the contrarybe performed thereunder as lessor, Lender expressly acknowledges and agrees it being acknowledged that any net award Xxxxxx's sole remedy in the event of a taking or condemnation such default shall be paid and held pursuant to proceed against Purchaser's or Xxxxxx's interest in the terms Property. 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 Xxxxxx, then Tenant shall have the right to terminate its obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Lender.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so So long as no “Event of Default” Default (as defined in the Lease) shall have exists, nor any event has occurred and be continuing beyond any applicable which has continued to exist for such period of time (after notice, grace and cure periodsif any, Tenant’s possession, use and occupancy of required by the Premises and Tenant’s rights and privileges Lease) as would entitle the lessor under the Lease (including during all extension periods which have been to terminate the Lease or are hereafter exercised) 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 diminishedterminated, disturbed nor shall Tenant’s use, possession or intervened enjoyment of the Leased Premises or rights under the Lease be interfered with by 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 Lender but shall instead continue in full force and effect takes possession of the Property pursuant to any provisions of the 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 direct lease between result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the “Purchaser”) nor Lender and Tenant upon all if Lender takes possession of the termsProperty 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) subject to any offsets or defenses which Tenant might have against any prior lessor under the Lease; or (d) bound by any base rent, covenants and conditions percentage rent or any other payments which Tenant 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 (other than an amendment or modification memorializing the exercise by Tenant of a right or option set forth in the Lease, and ); (cf) Lender will not disturb Tenant’s right of quiet possession of the Premises personally liable for any default under the terms 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. Notwithstanding anything herein 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 contraryProperty, Lender expressly acknowledges and agrees that any net award in including the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeasePremises.

Non-Disturbance. Notwithstanding Landlord represents that the provisions demised premises are not subject to a mortgage, security interest or other encumbrance. In the event the Landlord sells, assigns, mortgages, encumbers, hypothecates or otherwise transfers (a "Transfer") the demised premises, Landlord will execute 30 days prior to such transfer, with 15 days written notice to tenant prior to execution, a non-Disturbance agreement with the holdover of Section 1 hereofsuch interest in the following form and substance: If, Lender consents to at any time, the Lease and agrees that, if Lender exercises holder of an interest in the demised premises ("Lender") or any person or entity or any of its rights their successors or assigns who shall acquire the interest of the Landlord under the Security Documents, including an entry by Lender pursuant to the Indenture or lease through a foreclosure ofof a security instrument, or the exercise of any power of sale underunder a security instrument, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or through a Transfer, as the Indenture term is defined above, or any sale or transfer otherwise (each a "New Owner") shall succeed to the interests of Landlord under the Lease, so long as 1) the Lease is then in lieu thereoffull force and effect, (a2) Tenant shall complies with this Agreement and is not in default which cannot be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentcured, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b3) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender the New Owner and Tenant Tenant, upon and subject to all of the terms, covenants and conditions set forth in 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 (c) Lender Lender, or any such New Owner of the Property, agrees that it will not disturb Tenant’s right of quiet the possession of Tenant and will be bound by all of the Premises under obligations imposed on the terms of Landlord by the Lease. Notwithstanding anything Nothing contained herein to the contrary, shall prevent Lender expressly acknowledges and agrees that from naming or joining Tenant in any net award in the event of a taking foreclosure or condemnation shall be paid and held other action or proceeding initiated by Lender pursuant to the terms 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 Leaserights of Tenant as set forth in this Agreement. RENAISSANCE ACQUISITIONS, LLC, By: /s/ Kennxxx Xxxxxx --------------------------- Kennxxx Xxxxxx, REAL MEDIA, INC., By: /s/ Mark Xxxxxxx --------------------------- Mark Xxxxxxx, 28 ADDENDUM TO LEASE DATED FEBRUARY 1, 1999 BETWEEN RENAISSANCE ACQUISITIONS LLC (HEREINAFTER "LANDLORD") AND REAL MEDIA, INC., (HEREINAFTER "TENANT")

Non-Disturbance. Notwithstanding the provisions So long as no default exists, nor any event has occurred which has continued to exist for such period of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, time (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentafter notice, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant Lease) as a party defendant in any suit, action or proceeding for would entitle the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security lessor under the Indenture and in Lease to terminate the Lease or would cause, without any other suitfurther action on the part of Landlord, action the termination of the Lease or proceeding would entitle such lessor to dispossess the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents)lessee thereunder, (b) the Lease shall not be terminated terminated, nor shall such lessee's use, possession or enjoyment of the Leased Premises be interfered with nor shall the leasehold estate granted by the Lease be affected thereby andin any other manner, so long as no “Event in any exercise of Default” (as defined the power of sale contained in the Lease) shall have occurred and be continuing beyond Security Deed, or by any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy foreclosure or any action or proceeding instituted under or in connection with the Security Deed or in case the Lender takes possession of the Premises and Tenant’s rights and privileges property described in the Security Deed pursuant to any provisions thereof, unless the lessor 82 under the Lease would have had such right if the Security Deed had not been made, except that the person or entity acquiring the interest of the lessor under the Lease as a result of any such action or proceeding, and the successors and assigns thereof (including during all extension periods which have been or are hereafter exercisedhereinafter called the "Purchaser") shall not be diminished, disturbed (a) liable for any act or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all omission of the terms, covenants and conditions set forth in any prior lessor under the Lease, and ; or (b) subject to any offsets or defenses which the lessee under the lease might have against any prior lessor under the Lease; or (c) Lender will not disturb Tenant’s right of quiet possession 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 (d) bound by any amendment or modification of the Premises Lease made without Lender's prior written consent; or (e) bound by any consent by any lessor under the terms Lease to any assignment of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award lessee's interest in the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseLease made without also obtaining Lender's prior written consent.

Non-Disturbance. Notwithstanding the provisions So long as no default exists, nor any event has occurred which has continued to exist for such period of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, time (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentafter notice, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant Lease) as a party defendant in any suit, action or proceeding for would entitle the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security lessor under the Indenture and in Lease to terminate the Lease or would cause, without any other suitfurther action on the part of such lessor, action the termination of the Lease or proceeding would entitle such lessor to dispossess the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents)lessee thereunder, (b) the Lease shall not be terminated terminated, nor shall such lessee's use, possession or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy enjoyment of the Leased Premises and Tenant’s or rights and privileges under the Lease (including during all extension periods which 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 takes possession of the Property pursuant to any provisions of the Security Deed or 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 are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect entity acquiring the interest of the lessor under the Lease as a direct lease between result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the "Purchaser") nor Lender and Tenant upon all if Lender takes possession of the terms, covenants and conditions set forth in Property shall be (a) liable for any act or omission of any prior lessor under the Lease, and ; 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) Lender will not disturb Tenant’s right of quiet possession 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 Premises Lease made without Lender's prior written consent; or (f) personally liable for any default under the terms of the Lease. Notwithstanding anything herein Lease or any covenant or obligation on its part to the contrarybe performed thereunder as lessor, Lender expressly acknowledges and agrees it being acknowledged that any net award Tenant's sole remedy in the event of a taking or condemnation such default shall be paid and held pursuant to proceed against Purchaser's or Lender's interest in the terms Property. 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 obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Lender.

Non-Disturbance. Notwithstanding the provisions So long as no default exists, nor any event has occurred which has continued to exist for such period of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, time (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentafter notice, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant Lease) as a party defendant in any suit, action or proceeding for would entitle the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security lessor under the Indenture and in Lease to terminate the Lease or would cause, without any other suitfurther action on the part of such lessor, action the termination of the Lease or proceeding would entitle such lessor to dispossess the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents)lessee thereunder, (b) the Lease shall not be terminated terminated, nor shall such lessee's use, possession or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy enjoyment of the Leased Premises and Tenant’s or rights and privileges under the Lease (including during all extension periods which 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 takes possession of the Property pursuant to any provisions of the Security Deed or 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 are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect entity acquiring the interest of the lessor under the Lease as a direct lease between result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the "Purchaser") nor Lender and Tenant upon all if Lender takes possession of the terms, covenants and conditions set forth in Property shall be (a) liable for any act or omission of any prior lessor under the Lease, and ; 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) Lender will not disturb Tenant’s right of quiet possession 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 Premises Lease made without Lender's prior written consent; or (f) bound by any consent by any lessor under the terms Lease to any assignment or sublease of the Lease. Notwithstanding anything herein 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 the contrarybe performed thereunder as lessor, Lender expressly acknowledges and agrees it being acknowledged that any net award Tenant's sole remedy in the event of a taking or condemnation such default shall be paid and held pursuant to proceed against Purchaser's or Lender's interest in the terms Property. 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 obligations under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Lender.

Non-Disturbance. Notwithstanding On and after the provisions of Section 1 hereofEffective Date, Lender consents to shall not, in the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power right, remedy or privilege granted by the Deed of sale underTrust or the Lease Assignment, or otherwise available to Lender at law or in equity, disturb Tenant's possession under the Indenture or any sale or transfer in lieu thereof, Lease so long as: (a) Tenant is not in default under any provision of the Lease or this Agreement at the time Lender exercises any such right, remedy or privilege; (b) The Lease at that time is in full force and effect according to its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Deed of Trust or the Lease Assignment; (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to Lender, or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender agrees that (i) Tenant will not be named or joined as a party defendant in to any action foreclosure or other proceeding instituted by Lender to foreclose enforce the Indenture (except to terms of the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision Deed of Trust or the court in which such action Lease Assignment; (ii) any sale or proceeding has been commenced or is pending to name or join Tenant as a party defendant in any suit, action or proceeding for other transfer of the appointment of a receiver to quiet title to the Demised Premises or of the Landlord's interest in the Lease, pursuant to prevent impairment foreclosure or any voluntary conveyance or other proceeding in lieu of Lender’s security foreclosure, will be subject and subordinate to Tenant's possession under the Indenture Lease; and in any other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (biii) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead will continue in full force and effect according to its original terms, or with such amendments as a direct lease between Lender shall have approved, if such approval is required by the terms and Tenant upon all conditions of the terms, covenants and conditions set forth in Deed of Trust or the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseLease Assignment.

Non-Disturbance. Notwithstanding So long as Tenant complies with this Agreement and is not in default under any of the provisions terms, covenants, or conditions of Section 1 hereof, Lender consents to the Lease and agrees thatbeyond any applicable cure period, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender the succeeding owner of the Premises and Tenant Tenant, upon and subject to all of the terms, covenants and conditions set forth in of the Lease, including renewal options, for the balance of the term of the Lease, including any renewal terms. Tenant hereby agrees to adhere to, attorn to and accept any such successor owner as landlord under the Lease, and (c) Lender to be bound by and perform all of the obligations imposed by the Lease, and Beneficiary, or any such successor owner of the Premises, will not disturb the possession of Tenant’s right , and will be bound by all of quiet possession the obligations imposed on the Landlord by the Lease; provided, however, that Beneficiary, or any purchaser at a trustee's or sheriff's sale or any successor owner of the Premises under the terms shall not be: (i) liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or other prepaid charge which Tenant might have paid to any prior landlord (including Landlord) unless such security deposit or other deposit has been physically and unconditionally delivered to Beneficiary; or (iv) bound by any agreement or modification of the Lease. Notwithstanding anything herein to Lease made without the contrary, Lender expressly acknowledges and agrees that written consent of Beneficiary; or (v) bound or liable under any net award provision in the event Lease whereby the landlord (including the Landlord) assumed the obligations of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseTenant under leases previously executed by Tenant covering space in other buildings.

Non-Disturbance. Notwithstanding In the provisions event of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights foreclosure under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure ofMortgage, or exercise if conveyance or transfer of the Mortgaged Property shall be made in lieu of foreclosure (any power of sale under, the Indenture such foreclosure or any sale conveyance or transfer in lieu thereof, (a) Tenant shall not be named or joined of foreclosure being herein collectively referred to as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents"Foreclosure"), (b) then the Lease shall not be terminated or affected thereby andas a result of such Foreclosure, so long as no “Event of Default” (as defined in the Lease) but rather 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 by Lender but shall instead continue in full force and effect in accordance with the provisions thereof, and the rights of Tenant under the Lease shall not be interfered with or disturbed by any party owning the Mortgaged Properly or an interest therein as a direct lease between Lender result of such Foreclosure, 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 (a) liable for any act or omission of, or subject to any rights or setoff, claims or defenses otherwise assertable by Tenant upon all against, any prior owner of the termsMortgaged Property (including, covenants and conditions set forth in without limitation, Landlord), (b) obligated to complete the construction of any improvements under the Lease, and (c) Lender will bound by any rents paid more than one month in advance to any prior owner, (d) liable for any security deposit not disturb Tenant’s paid over to Such Owner by Landlord, or (e) bound by any modification, amendment, extension or cancellation of the Lease not consented to in writing by Lender; and further providxx, xhat nothing herein shall negate the right of quiet possession of Such Owner to exercise the Premises under the terms rights and remedies, including termination of the Lease. Notwithstanding anything herein , of Landlord under the Lease upon the occurrence of an Event of Default by Tenant under the Lease and in accordance therewith and as to any Event of Default by Tenant under the contraryLease existing at the time of Foreclosure, Lender expressly acknowledges and agrees that such Foreclosure shall not operate to waive or abate any net award in action initiaxxx by Landlord under the event Lease to terminate the same on account of a taking or condemnation shall be paid and held pursuant to the terms such Event of the LeaseDefault.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents Subject to the rights of AESOP Leasing and the Trustee under the AESOP I Operating Lease and the Related Documents and so long as each Sublessee satisfies its obligations hereunder, its quiet enjoyment, possession and use of the Vehicles subleased by such Sublessee hereunder will not be disturbed by the Sublessor during the Term, subject, however, to the 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 inspect such Vehicles without disturbing the ordinary conduct of such Sublessee's business. Each Sublessee acknowledges that such Sublessee's quiet enjoyment, possession and use of each and every Vehicle subleased hereunder is subject to the Sublessor's right to quiet enjoyment, possession and use of such Vehicles, which right is further subject to the terms and conditions of the AESOP I Operating Lease. Each Sublessee agrees that, if Lender exercises any of that its rights under this Agreement to quiet enjoyment, possession and use of the Security DocumentsVehicles subleased by such Sublessee will be terminated upon the termination of the Sublessor's rights of quiet enjoyment, including an entry by Lender 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, but not limited, pursuant to Section 3.1 hereof), then the Indenture Sublessee with respect to such Vehicle shall deliver such Vehicle to, or a foreclosure at the direction of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby andTrustee or, so long as no “AESOP I Operating Lease Event of Default” (as defined in the Lease) shall have Default has occurred and be continuing beyond any applicable noticeis continuing, grace and cure periods, Tenant’s possession, use and occupancy at the direction of the Premises and Tenant’s rights and privileges under Sublessor. Upon the Lease (including during all extension periods which have been or are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all request of the termsSublessor, covenants and conditions set forth in AESOP Leasing or the LeaseTrustee from time to time, and (c) Lender each Sublessee will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein make reasonable efforts to confirm to the contrarySublessor, Lender expressly acknowledges AESOP Leasing and agrees that any net award in the event Trustee the location, mileage and condition of each Vehicle subleased by such Sublessee hereunder and to make available for the Sublessor's AESOP Leasing's or the Trustee's inspection within a taking or condemnation shall be paid reasonable time period, not to exceed 45 days, such Vehicles at the location where such Vehicles are normally domiciled. Further, each Sublessee will, during normal business hours and held pursuant with a notice of 3 Business Days, make its records pertaining to the terms of Vehicles subleased by such Sublessee hereunder available to the LeaseSublessor, AESOP Leasing or the Trustee for inspection at the location where such Sublessee's records are normally domiciled.

Non-Disturbance. Notwithstanding With respect to Encumbrances entered into by Landlord after the provisions execution of Section 1 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, Lender consents 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 and agrees thatplus 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 Lender exercises any) to perform or pay for any of its rights under the Security Documents, including an entry by Lender pursuant improvements to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture Premises; and (iv) such Mortgagee or any sale or transfer in lieu thereof, successor landlord shall not: (a) Tenant shall not be named liable for any act or joined as a party defendant in omission of any action prior landlord or proceeding with respect to foreclose the Indenture (except events occurring prior to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 acquisition 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 to enforce Lender’s rights and remedies under the Security Documents), ownership; (b) the Lease shall not be terminated subject to any offsets or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall defenses which Tenant might have occurred and be continuing beyond against 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and prior landlord; (c) Lender will not disturb Tenantbe bound by prepayment of more than one month’s right rent, or (d) be liable for the return of quiet possession of the Premises under any security deposit paid to any prior landlord. Landlord shall have no obligation to negotiate the terms of the Lease. Notwithstanding anything herein Non-Disturbance Agreement on Tenant’s behalf, or to incur any legal fees or other out-of-pocket expenses in obtaining the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseNon-Disturbance Agreement.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents anything to the Lease and agrees thatcontrary in this Lease, if Lender exercises an Encumbrance, other than any CC&R’s, is created after the execution of its rights under the Security Documentsthis Lease, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenturesubordination of this Lease thereto under PARAGRAPH 27.A above, Landlord is 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 statutesuch Holder, judicial decision or Tenant hereby agrees that a SNDA in the court in which such action or proceeding has been commenced or is pending form attached to name or join Tenant this Lease as a party defendant in any suit, action or proceeding for the appointment EXHIBIT F shall be reasonable. Only upon Landlord’s delivery of a receiver SNDA in the form of EXHIBIT F or in a commercially reasonable form or in a form reasonably acceptable to quiet title 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 Premises or form attached to prevent impairment this Lease as EXHIBIT F from each Holder of Lender’s security under any Encumbrance in effect as of the Indenture and 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 any other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease PARAGRAPH 27.A above shall not be terminated (without the occurrence of some other act or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 event that constitutes a default by Tenant under the Lease (including during all extension periods which have been or are hereafter exercisedthe SNDA with Comerica Bank-California) constitute a default by Tenant under this Lease or the SNDA by and among Comerica Bank-California, Landlord and Tenant, nor shall not be diminished, disturbed such language or intervened with by Lender but shall instead continue any subordination of Tenant’s leasehold interest in full force and effect accordance therewith invalidate or affect the nondisturbance obligation of Comerica Bank-California as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the LeaseSNDA by and among Comerica Bank-California, Landlord and (cTenant. If Landlord fails to deliver the required SNDA(s) Lender will not disturb 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 quiet possession termination within five (5) business days after expiration of such 15-day period, upon which Landlord shall promptly return to Tenant any Rent paid in advance and the Premises under the terms of the LeaseSecurity Deposit. Notwithstanding anything herein If Tenant does not exercise such termination right within such 5-business day period, then Tenant shall have no further right to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held terminate this Lease pursuant to the terms of the Leasethis PARAGRAPH 27.C and Tenant shall have no other rights or remedies with respect to Landlord’s failure to deliver such SNDA(s) and/or Comerica Side Letter.

Non-Disturbance. Notwithstanding The Agent, for itself and its successors and assigns, --------------- for any purchaser at a foreclosure sale under the provisions Mortgage, for any transferee who acquires the Property by deed in lieu of Section 1 hereofforeclosure or otherwise, Lender consents 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 Lease and agrees thatinterest of Landlord by foreclosure, if Lender exercises deed in lieu thereof or otherwise, provided Tenant is not then in default (after expiration of any of its rights applicable grace period) under the Security DocumentsLease, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise and so long as Tenant is not in default (after expiration of any power of sale underapplicable grace period) under the Lease, the Indenture or any sale or transfer in lieu thereof, that: (a) Tenant shall not be named or joined as a party defendant in any foreclosure action or proceeding unless Tenant is deemed to foreclose the Indenture (except to the extent, if any, that as be 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 to enforce Lender’s rights and remedies under the Security Documents), necessary party; (b) subject to the Lease next succeeding grammatical paragraph, the Lease, in accordance with its terms, shall not be terminated remain in full force and effect as direct indenture or affected thereby andlease between the Agent, so long as no “Event of Default” or such other New Landlord (as defined in the Leasecase 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) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy 's possession of the Premises and Tenant’s 's rights and privileges under the Lease (including during all extension periods which have been or are hereafter exercised) shall not be diminished, interfered with or disturbed by such Agent or intervened with such other New Landlord by Lender but 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 instead continue in full force and effect as a direct lease between Lender and Tenant upon all succeed to the Interest of the terms, covenants and conditions set forth in Landlord under the Lease, and Tenant agrees as follows: (a) The Agent or such other New Landlord shall not be: (i) subject to any credits, offsets, defenses, claims or counterclaims which Tenant might have against any prior landlord (including Landlord); (ii) bound by any rent or additional rent which Tenant shall have paid more than one (1) month in advance to any prior landlord (including Landlord); or (iii) bound by any covenant to undertake or complete any improvement to the Premises or the Property. (b) No New Landlord (including, without limitation, Agent) shall be liable for: (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 granting to Tenant of any credit, in the nature of a contribution towards the cost of preparing, furnishing or moving into the Premises or any portion thereof; and (c) Lender will not disturb Tenant’s right Tenant shall look solely to the Property for recovery of quiet possession any judgment or damages from the Agent or such other New Landlord, and neither the Agent, such other New Landlord, any partner, officer, director, shareholder or agent of them or any successor or assign of any of the Premises foregoing shall have any personal liability, directly or indirectly, under or in connection with the terms 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 such personal liability. The limitation of the Lease. Notwithstanding anything herein liability provided in this paragraph is in addition to, and not in limitation of, any limitation on liability applicable to the contraryAgent or such other New Landlord provided by law or by any other contract, Lender expressly acknowledges and agrees that any net award in the event of a taking agreement or condemnation shall be paid and held pursuant to the terms of the Leaseinstrument.

Non-Disturbance. Notwithstanding In the provisions event of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights a foreclosure under the Security Documents, including an entry Deed of Trust or in the event the Property is transferred by Lender pursuant to the Indenture reason of a deed-in-lieu of foreclosure or a foreclosure of, or exercise by reason of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby andlegal proceeding, so long as there shall then exist no “Event event of Default” default (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy on the part of the Premises and Tenant’s rights and privileges Lessee under the Lease (including during all extension periods which have been or are hereafter exercised) 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 diminishedextinguished or terminated by reason of such foreclosure, disturbed or intervened with by Lender but rather the Lease shall instead 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 Tenant upon all each Transferee shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the termsLease except as modified by this Agreement; provided, covenants however, that if Lender or its designee is the “Transferee”, then Lessee and conditions set forth in Lender agree that the Leasefollowing provisions of the Lease (if any) shall not be binding on Lender, and (c) Lender will not disturb Tenant’s as “Transferee”: any option to purchase with respect to the Property; any right of quiet possession first refusal to purchase the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Premises under Property which is inconsistent with the terms of the Lease. Notwithstanding anything herein Deed of Trust; provided, further, however, that if Lender or its designee, as “Transferee”, elects not to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking apply insurance or condemnation proceeds to rebuild the building located on the Property in reliance on the foregoing, then Lender shall be paid notify Lessee of such election promptly following Lender’s receipt of such insurance or condemnation proceeds and held pursuant to upon receipt of such notice by Lessee, the terms of the LeaseLease shall automatically terminate.

Non-Disturbance. Notwithstanding Lender does hereby agree with Tenant that, in the provisions event Lender succeeds to Landlord's interest in the Premises by foreclosure, conveyance in lieu of Section 1 hereofforeclosure or otherwise, Lender consents to so long as Tenant is not in default under the Lease and agrees that, if Lender exercises beyond any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereofapplicable cure period, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease Lease between Lender and Tenant Tenant, upon and subject to all of the terms, covenants and conditions of the Lease (including, without limitations, Tenant's rights of first offer and rights of first refusal set forth in Sections 44 and 45 of the Lease), for the balance of the term of the Lease, and (c) Lender will shall not disturb the possession of Tenant’s right of quiet possession , and (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as the tenant of the Premises for the remainder of the term of the Lease in accordance with the provisions thereof; provided, however, that Lender shall not be: i. subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) unless Lender has received notice of the same and the condition or circumstance giving rise to any such claim, offset or defense under the terms Lease continues following the date on which Lender succeeds to the rights of Landlord in which event, Tenant shall have such rights, if any, against Lender only for the period of time subsequent to the date upon which Lender succeeds to the rights of Landlord; ii. liable for any act or omission of any prior landlord (including Landlord) unless Lender has received notice of the Lease. Notwithstanding anything herein same and such act or omission under the Lease continues following the date on which Lender succeeds to the contraryrights of Landlord in which event, Tenant shall have such rights, if any, against Lender expressly acknowledges and agrees that any net award in only for the event period of a taking or condemnation shall be paid and held pursuant time subsequent to the terms date upon which Lender succeeds to the rights of Landlord; iii. liable to cure any default by any prior landlord (including Landlord) unless Lender has received notice of the Lease.same and such default under the Lease continues following the date on which Lender succeeds to the rights of Landlord, in which event, Tenant shall have such rights, if any, against Lender only for the period of time subsequent to the date upon which Lender succeeds to the rights of Landlord; 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 landlord (including Landlord) unless transferred to Lender;

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees Secured Party does hereby agree with Tenant that, if Lender exercises any in the event Secured Party becomes the fee simple owner of its rights under the Security DocumentsProperty by foreclosure, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer conveyance in lieu thereof, (a) Tenant shall not be named of foreclosure or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby andotherwise, so long as Tenant complies with and performs its obligations under the Lease and there exists no “Event of Default” (as defined in on the part of the Tenant under the Lease, (a) 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 by Lender but shall instead continue in full force and effect as a direct lease Lease between Lender the succeeding owner of the Property and Tenant Tenant, upon and subject to all of the terms, covenants and conditions set forth in of the Lease, and (c) Lender will not disturb Tenant’s right for the balance of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein , and Secured Party will not disturb the possession of Tenant, and (b) the Property shall be subject to the contrary, Lender expressly acknowledges Lease and agrees that any net award in Secured Party shall recognize Tenant as the event tenant of a taking or condemnation shall be paid and held pursuant to 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 required as a result of fire or other casualty or by reason of condemnation unless Secured Party shall be obligated under the Lease to make such repairs and then shall be obligated to finance the completion of such repairs only to the extent of casualty insurance proceeds or condemnation awards received; or d. required to make any capital improvements to the Property which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the Property; or e. be liable for any act or omission of any prior landlord (including Landlord); or f. 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); or g. bound by any amendment or modification of the Lease that results in a reduction of Base Rent or Additional Rent (each as defined in the Lease), or a shortening of the Lease Term (as defined in the Lease) or a material increase in Landlord’s obligations made without Secured Party’s written consent. h. Secured Party shall not join Tenant in any action, suit or proceeding arising out of the Mortgage or seeking to foreclose the Mortgage, 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 other remedy.

Non-Disturbance. Notwithstanding the provisions So long as no default exists, nor any event has occurred which has continued to exist for such period of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, time (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentafter notice, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the court in which such action or proceeding has been commenced or is pending to name or join Tenant Lease) as a party defendant in any suit, action or proceeding for would entitle the appointment of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security lessor under the Indenture and in Lease to terminate the Lease or would cause, without any other suitfurther action on the part of such lessor, action the termination of the Lease or proceeding would entitle such lessor to dispossess the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents)lessee thereunder, (b) the Lease shall not be terminated terminated, nor shall such lessee's use, possession or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy enjoyment of the Leased Premises and Tenant’s or rights and privileges 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 takes possession of the Property pursuant to any provisxxxx xf the Security Deed or 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 (including during all extension periods hereinafter called the "Purchaser") nor Lender if Lender takes possession of the Property shall be (a) liable fox xxx 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 have notice to Lender has been duly given by either Landlord or are hereafter exercisedTenant 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 not be diminishedlimited to the period of time after Lender or Purchaser acquire the interest of Landlord under the Lease or Lender takes possession of the Property, disturbed and shall be limited _ as is otherwise provided herein; or intervened with (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 but shall instead continue and, in full force and effect as a direct lease between Lender and Tenant upon all of the termsaddition, covenants and conditions set forth in the Leasecase of a letter of credit, and has been issued in Lender's name; or (c) Lender will not disturb Tenant’s right 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 quiet possession any material term of the Premises Lease made without Lender's prior written consent; or (f) personally liable for any default under the terms of the Lease. Notwithstanding anything herein Lease or any covenant or obligation on its part to the contrarybe performed thereunder as lessor, Lender expressly acknowledges it being acknowledged and agrees agreed that any net award (i) Tenant's sole remedy in the event of a taking or condemnation such default shall be paid to proceed against Purchaser's or Lender's interest in the Property and held pursuant (ii) Lender's liability under xxx Lease shall be limited to Lender's interest in the terms Property and in no event shall Lender xx xxable 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 oblixxxxxxs under the Lease and to pursue any and all legal remedies it may have against Landlord and any third parties other than Lender.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereofSo long as no default exists, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated terminated, nor shall Tenant's use, possession or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy enjoyment of the Leased Premises and Tenant’s or rights and privileges 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 takes possession of the Property pursuant to any 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 entity acquiring the interest of the Landlord as a result of any such action or proceeding or deed in lieu of any such action or proceeding (including during all extension periods which have been or are hereafter exercisedthe "Purchaser") shall not be diminished, disturbed (a) liable for any act or intervened with by omission of any prior lessor under the Lease which occurred prior to the date Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all or Purchaser obtained possession of the terms, covenants and conditions set forth in Property; or (b) liable for the Lease, and return of any security deposit which Tenant has paid to any prior lessor under the Lease unless such security deposit was actually delivered to Lender; or (c) subject to any offsets or defenses which the Tenant might have against any prior lessor under the Lease; provided, however, that the foregoing shall not limit Tenant's right to exercise against Lender will not disturb Tenant’s or Purchaser any right of quiet Tenant to any offset or defense otherwise available to Tenant because of events occurring after the date Lender takes possession of the Premises Property; or (d) bound by any base rent, percentage rent or any other payments which Tenant might have paid more than thirty (30) days in advance of amounts due for the current month to any prior lessor under the terms Lease; or (e) bound by any amendment or modification of the Lease. Notwithstanding anything herein Lease which increases the obligations or responsibilities of Landlord thereunder or changes the rent or the term thereof and is 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 contraryTenant'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, Lender expressly acknowledges and agrees it being acknowledged that any net award Tenant's sole remedy in the event of a taking or condemnation such default shall be paid and held pursuant to proceed against Purchaser's or Lender's interest in the terms of the LeaseProperty.

Non-Disturbance. Notwithstanding So long as Tenant is not in default under the provisions Lease --------------- beyond any notice and cure period provided in the Lease, then Lender agrees with Tenant that in the event the interest of Section 1 hereofLandlord under the Lease is acquired by Lender, or Lender consents acquires title to the Lease and agrees that, if Lender exercises any Property or comes into possession of its rights under said Property by reason of foreclosure or enforcement of the Security Documents, including an entry by Lender pursuant to Mortgage or the Indenture or a foreclosure ofNote, or exercise of any power of sale under, the Indenture or any sale or transfer by a conveyance in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in by any action or proceeding to foreclose the Indenture (except to the extentother means, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 Tenant's possession of a receiver to quiet title to the Premises or to prevent impairment of Lender’s security and Tenant's rights, privileges and obligations under the Indenture and in any other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated disturbed, diminished or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 interfered with by Lender but or any party claiming through Lender during the term of the Lease, including any extensions thereof permitted to Tenant, and the Lease shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth shall not be terminated except in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under accordance with the terms of the Lease. Notwithstanding anything herein In the event Tenant defaults under the Lease or this Agreement beyond applicable notice and cure periods, the obligations of Lender hereunder shall, at Lender's election, become null and void and Lender may proceed to extinguish the Lease and all of Tenant's rights and interests in and to the contraryPremises through foreclosure of the Mortgage. Immediately upon the acquisition by Lender of possession or title to the Property by reason of foreclosure or enforcement of the Mortgage or the Note, or by a conveyance in lieu thereof, or as a result of any other means, Tenant agrees to be bound to Lender under all of the terms, covenants, and conditions of the Lease for the balance of the term thereof, including any extensions thereof permitted to Tenant, with the same force and effect as if Lender were the landlord under the Lease, and Tenant does hereby attorn to Lender as its landlord, said attornment to be effective and self-operative without the execution of any other instruments on the part of either party hereto. Lender further agrees that if it obtains possession or title to the Property during the Lease term, Lender shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease and Tenant shall, from and after the occurrence of the events set forth above, have the same remedies that Tenant might have had under the Lease against Landlord; provided; however, that Lender shall not be: a. liable to Tenant for damages for any act or omissions of Landlord or any prior landlord occurring prior to Lender obtaining possession or title to the Property; or b. subject to any offsets, claims or defenses which Tenant might have against Landlord or against any prior landlord which arise prior to, or out of any events that occurred prior to, the date Lender obtains possession or title to the Property (except any offset or deduction expressly acknowledges and agrees that any net award provided for in the event Lease which amount is a sum certain expressly set forth in the Lease); or c. bound by any rent or additional rent or deposit, rental security or any other sums which Tenant may have paid to Landlord or any other landlord unless received by Lender; or d. bound by any amendment or modification of a taking the Lease made from and after the date of this Agreement without Lender's prior written consent; or e. bound to the Tenant subsequent to the date upon which the Lender transfers its interest in the Property to any third party; or f. obligated or condemnation liable to Tenant with respect to the construction and completion of any improvements in the Premises for tenant's use, enjoyment or occupancy; provided, however, if, after succeeding to Landlord's interest under the Lease Lender fails or refuses to construct or complete any such improvements which Landlord would have been obligated to construct or complete, Tenant shall be paid entitled to exercise any and held pursuant all remedies provided to Tenant by the Lease for a failure by Landlord to construct or complete any such improvements; or g. obligated or liable to Tenant for any moving, relocation or refurbishment allowance or any payment or allowance for improvements to the Premises of any part thereof; provided, however, if after succeeding to Landlord's interest under the Lease Lender fails or refuses to pay any such allowance, Tenant shall be entitled to exercise any and all remedies provided to Tenant by the Lease for a failure by Landlord to pay any such allowance; or h. liable for the payment of any leasing commissions or other expenses for which Landlord or any prior landlord incurred the obligation to pay; or i. bound or liable to Tenant under any notice given by Tenant to Landlord or any prior landlord unless notice is also given simultaneously to Lender as required by the terms of this Agreement; or j. personally liable for any obligations of Landlord under the LeaseLease to which Lender succeeds, Lender's liability for the performance of such obligations being limited at all times to its interest in the Property.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereofSo long as there is no then existing Lease Default (as defined below), Lender consents shall not, in the exercise of any right, remedy, or privilege granted by the Security Document, or the other Loan Documents, or otherwise available to Lender at law or in equity, disturb or otherwise interfere with Tenant's quiet enjoyment or possession of the Premises or any of Tenant's other rights under the Lease (including, but not limited to, Tenant's purchase option). As used in this Agreement a “Lease Default” means a default by Tenant under the Lease which was not cured during the applicable grace and cure periods provided for in the Lease, such that Landlord would have the right to terminate the Lease as a result of such default. Without limitation of the foregoing, and so long as no Lease Default then exists, Lender agrees that (i) Tenant will not be named as a party to or otherwise joined in any foreclosure or other enforcement proceeding instituted by Lender under the Loan Documents, unless such joinder is required by law as a condition to realize upon Lender's security interest in the property encumbered by the Security Document, and then only to the limited extent so required, but in no event shall any action be taken in such proceeding that seeks affirmative relief against Tenant or would violate or is inconsistent with the terms of this Agreement or Tenant's rights under the Lease; (ii) any sale or other transfer of the Premises, pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject to the Lease and agrees that, if Lender exercises any all of its Tenant's rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or thereunder; and (iii) upon any sale or other transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead will continue in full force and effect as a direct lease between Lender Tenant and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held Successor Landlord pursuant to the terms of the LeaseSection 3 below.

Non-Disturbance. Notwithstanding Upon receiving Landlord’s notice of Tenant’s default or notice of termination, the provisions Lender or the Beneficiary may cure Tenant’s failure to pay Net Rent, Additional Payments, or any other sum due to Landlord under this Lease within thirty (30) days from the date the Lender or the Beneficiary receives the notice. The Lender or the Beneficiary may cure any other Tenant default within sixty (60) days from the date the Lender or the Beneficiary receives the notice. If the default cannot objectively be cured within this 60-day period, and if the Lender or the Beneficiary proceeds diligently and in good faith to cure the default, then the Lender or the Beneficiary will be entitled to reasonable additional time to cure. No provision of Section 1 hereofthis Article may be construed to impose upon the Lender or the Beneficiary the duty to perform any Tenant obligation under this Lease or to remedy any Lease default by Tenant. Landlord shall accept the Lender’s or the Beneficiary’s performance of any Tenant covenant, Lender consents to condition, or agreement under this Lease with the same force and effect as though performed by Tenant, and when accepted, the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue will remain in full force and effect between Landlord and Lender or Beneficiary. A. If a Tenant default on this Lease cannot be cured, the Lender or the Beneficiary may direct the trustee to exercise the power of sale under the leasehold deed of trust as provided by law. Before exercising the power of sale, the trustee may, but is not required to, first offer to Landlord the right to purchase all right, title, and interest in the leasehold encumbered under the deed of trust directly from the trustee and without public sale for the then outstanding balance due on the note or notes secured by the deed of trust, plus trustee's fees and costs of 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 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 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 be 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 direct lease between Lender bond trustee if the institution possesses at least $500,000,000 in assets and Tenant upon all if the institution is regulated, supervised and controlled by an agency or department of the termsUnited States or an agency or department of the state of Arizona having jurisdiction over banks, covenants savings-and-loan associations, or other similar financial institutions (“Bond Trustee”). C. Except as otherwise provided in this Lease, from the date on which Landlord receives notice of a leasehold deed of trust, Landlord may not amend this Lease in any material respect or accept a surrender of Tenant’s 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 conditions set forth delivers a deed in lieu of foreclosure, then Landlord may deem the purchaser at the foreclosure sale or the grantee under the deed in lieu of foreclosure as an assignee of this Lease, and (c) Lender will not disturb Landlord may permit the purchaser or grantee to assume Tenant’s right of quiet possession 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 delay approval of the Premises under the terms purchaser or grantee as assignee of the Lease. Notwithstanding anything herein The foreclosure will not affect Landlord’s rights, title, or interest in or to the contraryPremises, Lender expressly acknowledges and agrees that any net award in the event of a taking Phase 2 Parcel, or condemnation shall be paid and held pursuant to the terms of the this Lease.

Non-Disturbance. Notwithstanding In the provisions event Lender takes possession of Section 1 hereofBorrower’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 consents 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 agrees thatOperating Lease, if Lender exercises or any of its Master Tenant’s rights under the Security Documents, including an entry by Lender pursuant to the Indenture Master Lease or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 LenderOperator’s security rights under the Indenture Operating Lease, and in any to recognize all of Master Tenant’s other suit, action or proceeding the purpose or intent of which shall be to enforce Lender’s rights and remedies under the Security Documents), (b) Master Lease and all of Operator’s other rights under the Lease shall not be terminated or affected thereby andOperating Lease, so long as there is no “Event of Default” (as defined in . In the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy event that Lender succeeds to the interest of the Premises Borrower’s fee title to the Mortgaged Property and Tenant’s rights and privileges as landlord under the Lease Master Lease, (including during all extension periods which have been or are hereafter exercised) shall not be diminishedhereinafter collectively referred to in this paragraph as “Successor Landlord”), disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender and Master Tenant upon 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 set forth 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 LeaseMaster Lease as Master Tenant and Borrower, and (c) Lender will not disturb Tenant’s right of quiet possession had before Successor Landlord succeeded to the interest of the Premises under the terms 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) (Memorial Xxxxx) 05-05 Ó 2000-2005 Xxxxxx Mae d. bound by any amendment or modification of the LeaseMaster Lease or the Operating Lease made after the date of this Assignment without Lender’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 anything herein any of the foregoing to the contrary, while an “Event of Default” under the Instrument has occurred, (a) Lender expressly acknowledges shall have the right to exercise all rights as owner of the Mortgaged Property under the Master Lease and agrees that any net award in (b) Operator shall pay to Lender directly all Rent and other sums due to Master Tenant under the event of a taking or condemnation Operating Lease which amounts shall be paid and held pursuant to the terms credited as set forth in Section 3 of the Leasethis Agreement.

Non-Disturbance. Notwithstanding Lender shall not, in the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power 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 sale under, the Indenture or any sale or transfer in lieu thereof, Leased Premises under the Lease so long as: (a) 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 exercises any such right, remedy or 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 Lender shall have approved, if such approval is required by the terms of the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender agrees that (i) Tenant will not be named or joined as a party defendant in to any action foreclosure or other proceeding instituted by Lender to foreclose enforce the Indenture (except to terms of the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision Mortgage or the court in which such action Lease Assignment; (ii) any sale 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 other transfer 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth Landlord's interest in the Lease, pursuant to foreclosure or any voluntary conveyance or other proceeding in lieu of foreclosure, will be subject and (c) Lender will not disturb subordinate to Tenant’s right of quiet 's possession of the 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 such approval is required by the terms and conditions of the Lease. Notwithstanding anything herein to Mortgage or the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseLease Assignment.

Non-Disturbance. Notwithstanding Lender shall not, in the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale underright, remedy, or privilege granted by the Indenture Mortgage or any sale the Lease Assignment, or transfer otherwise available to Lender at law or in lieu thereofequity, disturb Tenant's possession under the Lease so long as: (a) Tenant is not in default under any provision of the Lease or this Agreement at the time Lender exercises any such right, remedy or privilege; and (b) The Lease at that time is in force and effect according to its original terms, or with such amendments or modifications as Lender shall have approved, if such approval is required by the terms of the Mortgage or the Lease Assignment; and (c) Tenant thereafter continues to fully and punctually perform all of its obligations under the Lease without default thereunder beyond any applicable cure period; and (d) Tenant attorns to or at the direction of Lender, as provided in Paragraph 5. Without limiting the foregoing, and so long as the foregoing conditions are met, Lender agrees that (i) Tenant will not be named or joined as a party defendant in to any action foreclosure or other proceeding instituted by Lender to foreclose enforce the Indenture (except to terms of the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision Mortgage or the court in which such action Lease Assignment; (ii) any sale or proceeding has been commenced or is pending to name or join Tenant as a party defendant in any suit, action or proceeding for other transfer of the appointment of a receiver to quiet title to the Demised 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth Landlord's interest in the Lease, 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 Lease; and (ciii) the Lease will continue in force and effect according to its original terms, or with such amendments as Lender will not disturb Tenant’s right of quiet possession shall have approved, if such approval is required by the terms and conditions of the Premises under Mortgage or the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the LeaseLease Assignment.

Non-Disturbance. Notwithstanding So long as no default on the provisions part of Section 1 hereof, Lender consents to Tenant exists under the Lease and agrees that, if Lender exercises any of its rights under which continues beyond the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise expiration of any power applicable periods of sale undernotice and grace, as would entitle the Landlord to terminate the Lease or would cause, without any further action on the part of Landlord, the Indenture termination of the Lease or any sale or transfer in lieu thereofwould entitle the Landlord to dispossess the Tenant thereunder, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated terminated, nor shall such Tenant’s use, possession or affected thereby andenjoyment 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, so long instituted under or in connection with the Mortgage or the Assignment, or, in case Lender takes possession of the Property pursuant to any provisions of the Mortgage or 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 no a result of any such action or proceeding or by way of any deed in lieu of any such action or proceeding (hereinafter called the “Event Purchaser”) nor Lender, if Lender takes possession of Default” the Property or otherwise succeeds to the Landlord’s interest under the Lease, shall be: (a) 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 defined 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 estimated payments on account of Taxes and Operating Expenses to the extent actually paid to Landlord to the extent provided in the Lease; (e) except for the amendments and modifications described in the Preliminary Statements, bound by any amendment or modification of the Lease 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 Landlord which first occurs prior to the Lender’s or the Purchaser’s taking of possession or ownership of the Property, it being acknowledged that Tenant’s sole remedy in the event of such default shall be to proceed against the Purchaser’s or Lender’s then interest in the Property to recover any monetary damages, provided that Purchaser or Lender shall be liable to cure defaults of a continuing nature; (g) liable for or deemed to incur any obligation with respect to any breach of warranties or representations of Landlord or the Prior Landlord under the Lease respecting Landlord’s authority; (h) liable for any consequential or other damages which may have been incurred by Tenant by reason of any breach of obligations to be performed by Landlord or the Prior Landlord, except for defaults of a continuing nature; or (i) liable for any leasing commissions, the triggering event for which arose prior to the date Lender or any Purchaser succeeded to Landlord’s interest. Notwithstanding anything contained herein to the contrary, if Lender or any Purchaser succeeds to Landlord’s interests under the Lease, such party shall have occurred and be continuing beyond absolutely no obligation to perform any applicable noticeleasehold improvements or other construction obligations in the Property on the part of Landlord to have been performed, grace and cure periods, Tenant’s possession, use and occupancy other than completing the initial build out of the Premises and Tenant’s rights and privileges under providing the Lease (including during tenant improvement allowance in connection therewith all extension periods which have been or are hereafter exercised) shall not be diminished, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions more particularly set forth in the Lease, as well as any ongoing maintenance and (c) Lender will not disturb Tenant’s right of quiet possession of repair obligations which are required to be performed by the Premises Landlord under the terms of the Lease. Notwithstanding anything herein Lease or to restore the Premises after a casualty or taking (to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of extent required under the Lease).

Non-Disturbance. Notwithstanding anything contained in this Article to the contrary, for so long as Tenant is not in default (after receipt of written notice and the expiration of any applicable cure period ) of its obligation to pay any Base Rent or any Additional Rent payable pursuant to Article 5 hereof and no 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 date hereof, each of which SNDA’s shall be on the standard form then utilized by such holder or lessor and shall be executed by Tenant and returned to Landlord within fifteen (15) Business Days of Landlord’s request therefor. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees thatforegoing, if Lender exercises any 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 rights obligations under this Section with respect to obtaining an SNDA from such holder or lessor, as the Security Documentscase may be. (For the purposes of the preceding sentence, including an entry by Lender pursuant a “holder” or “lessor” shall include a person who, at the time such SNDA is delivered to the Indenture Tenant, is not yet a holder of a superior mortgage or a foreclosure oflessor under a superior lease, but is a prospective holder or exercise a prospective lessor who thereafter becomes an actual holder of a superior mortgage or an actual lessor under a superior lease, as the case may be.) Landlord shall be responsible for any power of sale under, fees or expenses charged by the Indenture mortgagee or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose the Indenture (except to the extentlessor for such SNDA and for Landlord’s legal fees and expenses, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenturein connection therewith, 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 but 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, responsible for Tenant’s possessionown legal fees and expenses, 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 diminishedif any, disturbed or intervened with by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Leaseconnection therewith.

Non-Disturbance. Notwithstanding If any action or proceeding is commenced by Lender for --------------- the provisions foreclosure of Section 1 hereofthe Mortgage or the sale of the Property or to enforce Lender's rights against Landlord under the Mortgage or the Note or other obligations secured thereby, Lender consents Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not, nor shall any (i) suit, action, or proceeding upon the Mortgage or the Note or other obligation secured thereby, (ii) the foreclosure of the Mortgage, (iii) the enforcement of any rights under the Mortgage, (iv) any other document held by the Lender, (v) any judicial sale or execution or other sale of the Property including the premises leased by the Tenant (the "Demised Premises"), (vi) any deed given in lieu of foreclosure, (vii) the exercise of any other rights given to the Lender by any other documents, (viii) a matter of law, or (ix) any default under the Mortgage or the Note or other obligation secured thereby, result in the termination of the Lease or disturb the Tenant's possession or use of the Demised Premises demised thereunder, and agrees that, if the sale of the Property in any such action or proceeding and the exercise by Lender exercises of any of its other rights under the Security DocumentsNote or the Mortgage shall be made subject to all rights of Tenant and obligations of Landlord under the Lease, including an entry by Lender pursuant to provided that at the Indenture time of the commencement of any such action or a foreclosure of, proceeding or at the time of any such sale or exercise of any power such other rights (a) the term of sale under, the Indenture or any sale or transfer in lieu Lease shall have commenced pursuant to the provisions thereof, (ab) Tenant shall be in possession of the premises demised under the Lease, (c) the Lease shall be in full force and effect and (d) Tenant shall not be named in default past applicable grace or joined as a party defendant in cure periods under any action or proceeding to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender and Tenant upon all of the terms, covenants and or conditions set forth in the Lease, and (c) Lender will not disturb Tenant’s right of quiet possession of the Premises under the terms Lease or of the Lease. Notwithstanding anything herein this Agreement on Tenant's part to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking be observed or condemnation shall be paid and held pursuant to the terms of the Leaseperformed.

Non-Disturbance. Notwithstanding the provisions of Section 1 hereof, Lender consents to the Lease and agrees that, that if Lender exercises any comes into possession of its rights under the Security Documents, including an entry by Lender pursuant or acquires title to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture all or any sale or transfer in lieu thereof, (a) Tenant shall not be named or joined as a party defendant in any action or proceeding to foreclose part of the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision Leased Premises 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 to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” Lot (as defined in the Lease) shall have occurred and be continuing beyond any applicable notice, grace and cure periods, Tenant’s possession, use and occupancy as a result of foreclosure or other enforcement of the Premises and Tenant’s rights and privileges 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 (including during all extension periods which have been after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or are hereafter exercised) 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 diminishedterminated, disturbed nor shall Tenant's use, possession or intervened 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 by Lender but shall instead continue in full force and effect 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 direct lease between result of any such action or proceeding or deed in lieu of any such action or proceeding (hereinafter called the "Purchaser") or Lender and Tenant upon all if Lender takes possession of the termsProperty shall have all rights and obligations of Landlord under the Lease, covenants 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 conditions 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 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 part of the Leased Premises, whether pursuant to a foreclosure proceeding or otherwise, then within thirty (30) days thereafter, the Lender or Purchaser may elect to deliver a written notice to the Tenant stating that either (i) the Lender intends to perform the construction obligations of the Landlord set forth in Article III of the Lease (the "Construction Obligations"), or (ii) the Lender or Purchaser does not intend to perform the Construction Obligations. A notice delivered by the Lender or Purchaser pursuant to clause (i) is referred to herein as an "Opt-In Construction Notice" and a notice delivered by the Lender pursuant to clause (ii) is referred to herein as an "Opt-Out Construction Notice". In the event that the Lender or Purchaser does not deliver either an Opt-Out construction Notice or an Opt-In Construction Notice to the Tenant within said thirty (30) days after acquisition of title or possession, then Tenant may elect to deliver a written request (a "Construction Confirmation Request") to the Lender or Purchaser, requesting that Lender or Purchaser deliver either an Opt-Out Construction Notice or an Opt-In Construction Notice. If either (a) Lender or Purchaser delivers an Opt-Out Construction Notice to Tenant as aforesaid, or (b) Lender or Purchaser does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request, then Lender or Purchaser shall not be obligated to perform the Construction Obligations in accordance with the terms and provisions the Lease. If Lender or Purchaser delivers an Opt-In Construction Notice as aforesaid, and (c) then Lender will not disturb Tenant’s right of quiet possession of or Purchaser shall be obligated to perform the Premises under Construction Obligations in accordance with the terms and provisions of the Lease. If Lender or Purchaser timely delivers an Opt-Out Construction Notice to Tenant by not later than thirty (30) days after receipt of Tenant's Construction Confirmation Request as aforesaid, or Lender or Purchaser does not deliver an Opt-In Construction Notice to Tenant by not later than thirty (30) days of its receipt of Tenant's Construction Confirmation Request, then (a) Lender or Purchaser shall have 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 further liabilities or obligations thereunder. If (a) Lender sells, conveys, assigns, pledges or transfers its interest in the Loan, or (b) Lender sells the Leased Premises, or any part thereof, at a foreclosure sale, or (c) if Lender acquires title to the Leased Premises and subsequently conveys the Leased Premises, then, in any such event, concurrently with such transaction, Lender shall transfer, assign and convey all right, title and interest of the Lender in and to the Security Deposit then held by it, if applicable, to such purchaser, assignee, or transferee. Notwithstanding anything herein to the contrarycontrary contained in this Section, if Lender expressly acknowledges so transfers, assigns or conveys all right, title and agrees that any net award interest of the Lender in the event of a taking or condemnation shall be paid and held pursuant to the terms Security Deposit, if applicable, as aforesaid, then Lender shall have no liability for the return of the LeaseSecurity Deposit.

Non-Disturbance. Notwithstanding In the provisions event of Section 1 hereof, Lender consents to the Lease and agrees that, if Lender exercises any of its rights a lease as provided for under the Security DocumentsLoan Agreement, including 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 entry event of default by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale underCompany, the Indenture or any sale or transfer right of possession of the lessee in lieu thereofand to that portion of the Mortgaged Property demised under the lease, (a) Tenant shall not be named affected or joined 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 or proceeding to foreclose for eviction of the Indenture (except to Company from the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose Mortgaged Property nor join 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 lessee in any suit, action proceeding seeking to cut off or proceeding for otherwise terminate the appointment of a receiver to quiet title to lease and 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 lease shall be to enforce Lender’s rights and remedies under the Security Documents), (b) the Lease shall not be terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) 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 by Lender but shall instead continue in full force and effect as a direct lease between Lender the Issuer, as landlord, and Tenant upon the lessee, as tenant, with all of the termslessee’s rights thereunder for the balance of the term of the lease, covenants and conditions set forth except that the Issuer shall not: (a) be bound by any prepayment of more than one month’s rent in advance of its due date; or (b) be subject to any credits, offsets, defenses, claims or counterclaims which the Lease, and lessee might have against the Company; or (c) Lender will not disturb Tenant’s right of quiet possession be bound by any amendment or modification of the Premises lease made without the Issuer’s consent. Nothing herein contained shall prevent the naming of the tenant as a party to such eviction proceeding, if so naming such tenant is required by applicable law, provided tenant is not joined in such proceeding for the purposes of cutting off or terminating its estate in the premises demised under the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Leaselease.

Non-Disturbance. Notwithstanding the provisions As to each Overlessor, deed of Section 1 hereoftrust trustee, Lender consents 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 Lease and agrees that, if Lender exercises any of express condition that so long as Tenant is not in default in its rights under the Security Documents, including an entry by Lender pursuant to the Indenture or a foreclosure of, or exercise of any power of sale under, the Indenture or any sale or transfer in lieu thereofobligations hereunder beyond applicable grace periods, (a) Tenant shall will not be named or joined as made a party defendant 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 to foreclose the Indenture (except to the extent, if any, that as a condition precedent to commencing or proceeding with any such action to foreclose the Indenture, Landlord is required by statute, judicial decision or the 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 to enforce Lender’s rights and remedies under the Security Documents)mortgage, (b) the Tenant's possession shall not be disturbed by such Senior Holder, and (c) this Lease shall not be cancelled or terminated or affected thereby and, so long as no “Event of Default” (as defined in the Lease) by such Senior Holder and 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 by Lender but shall instead continue in full force and effect upon such foreclosure or recovery of possession as a direct lease between Lender Tenant and the person or entity acquiring the interest of Landlord, or between Tenant and the Overlessor, as the case may be, upon all of the terms, covenants covenants, conditions and conditions agreements set forth in the this Lease, and provided in each case that, unless the Senior Holder is the General Electric Pension Trust, the trustees or any subsidiary thereof, neither such Senior Holder nor any person or entity acquiring title to the Buildings as a result of foreclosure or trustee's sale nor any successor or assign of either of the foregoing shall be (ci) Lender will not disturb bound by or liable for any payment of Rent which may have been made more than thirty (30) days before the due date of such installment, (ii) subject to any defense or offset which Tenant may have to the payment of Rent or other performance under this Lease, unless a Senior Holder that institutes a foreclosure or other conveyance of title to a Building or Buildings has been notified of Tenant’s 's claim of a set off right, and, if the set off rights are determined pursuant to a court action or arbitration, has been given the opportunity to appear in, an action in which Tenant is awarded a set off right pursuant to Article 53.2 above, in which event Tenant's right of quiet possession set off shall be limited as against such Senior Holder or any party acquiring such title to 75% of any Monthly Installments of Additional Rent payable thereunder from time to time from and after the date on which such Senior Holder or other party acquires title to a Building or Buildings, (iii) bound by any amendment or modification to this Lease made without the consent of such Senior Holder, (iv) liable for any monies owing by Landlord or on deposit with Landlord to the credit of Tenant, which such Senior Holder shall not have received, except as aforesaid, or (v) bound by or liable for any act or omission of any prior Landlord, and Tenant shall not have any right to set off (except as provided in clause (ii) above) or assert against such Senior Holder or other person or entity any claim or damages arising therefrom. The provisions of this 50 54 Article 58 shall be self-operative and no further instrument of subordination or attornment shall be required to be provided by any Senior Holder or by Tenant. Tenant agrees, however, whenever requested to do so upon reasonable notice, to execute such instruments confirmatory of the Premises under provisions of this Article 58 as Landlord or any Senior Holder requesting the terms of the Lease. Notwithstanding anything herein to the contrary, Lender expressly acknowledges and agrees that any net award in the event of a taking or condemnation shall be paid and held pursuant to the terms of the Leasesame may reasonably require.