Common use of Nondisturbance Clause in Contracts

Nondisturbance. Lender does hereby agree with Tenant that, in the event Lender becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as Tenant complies with and performs its obligations under the Lease, (a) the Lease shall continue in full force and effect as a direct Lease between the succeeding owner of the Property and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, 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); or (ii) liable for any act or omission of any prior landlord (including Landlord); or (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); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming 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. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lender.

Nondisturbance. Lender does hereby agree with Within thirty (30) days after execution hereof, Landlord shall deliver to Tenant thata Subordination, Nondisturbance and Attornment Agreement in a form reasonably satisfactory to Tenant (the “SNDA”) executed by Landlord and Existing Mortgagee. The subordination of this Lease to any subsequent Mortgage is conditioned upon the holder thereof expressly agreeing in such SNDA that (i) Tenant will not be named or joined in any proceeding to enforce the Mortgage unless such shall be required by law in order to perfect the proceeding; (ii) enforcement of any Mortgage shall not terminate or modify this Lease or any provision of this Lease or disturb Tenant in the event Lender becomes the fee simple owner possession and use of the Property by foreclosurePremises (except in the case where Tenant is in default beyond the period, conveyance if any, provided in lieu this Lease to remedy such default), or where mortgagee or its successor will provide Tenant with a new lease on the same terms and conditions as are contained herein, (iii) provided that Landlord or Tenant does not terminate this Lease as a result of foreclosure a casualty or otherwisethe exercise of eminent domain, so long proceeds and awards shall first be applied to the repair, alteration and restoration of the Premises, as Tenant complies with and performs its obligations under the provided in this Lease, before being applied to the debt secured by the Mortgage; and (aiv) any party succeeding to the Lease shall continue in full force and effect interest of Landlord as a direct Lease between the succeeding owner result of the Property and enforcement of any Mortgage shall be bound to Tenant, upon and subject to under all of the terms, covenants and conditions of the Lease, this Lease for the balance of the term of the LeaseTerm, and Lender will not disturb the possession of Tenantincluding any extended Term, 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; providedsame force and effect as if such party were the original Landlord under this Lease. In the event that Landlord fails to deliver such SNDA to Tenant within such thirty (30) day period, however, that Lender Tenant shall not be: (i) subject have the right to any claims, offsets or defenses which Tenant might have against any prior landlord (including terminate this Lease by written notice to Landlord); or (ii) liable for any act or omission of any prior landlord (including Landlord); or (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); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming 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. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lender.

Nondisturbance. Lender does hereby agree with Tenant that, in the event Lender becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, so So long as Tenant complies with and performs its obligations under the Lease, (a) the Lease shall continue is in full force and effect as a direct and Tenant is not in default beyond any applicable notice and cure period that would permit Landlord to terminate the Lease between or exercise any remedy to dispossess provided for in the succeeding owner Lease, Lender will not (i) disturb, interfere with or deprive Tenant of its leasehold estate or right (or the right of any party claiming by or through Tenant) to use, occupy and possess the Premises or utilize other portions of the Property and Tenant, upon and subject to all under or by virtue of the terms, covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as the tenant of the Premises for the remainder of the term terms of the Lease in accordance with the provisions thereof; provided(including, howeverwithout limitation, that Lender shall not be: (i) subject to any claimsall rights, offsets privileges, access rights, expansion and renewal options), or defenses which Tenant might have against any prior landlord (including Landlord); or (ii) liable for any act name or omission of any prior landlord join Tenant (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid for more than the current month or any security deposit party claiming by or other prepaid charge paid to through Tenant) as a defendant in any prior landlord (including Landlord); or (iv) bound by any amendment exercise of Lender’s rights and remedies arising upon a default under the Deed of Trust, including, without limitation, entry or modification foreclosure of the Lease Deed of Trust, acceptance of a deed or assignment in lieu of foreclosure, or exercise of a power of sale under the Deed of Trust, unless applicable law requires Tenant (or any party claiming by or through Tenant) to be made without its written consenta party in any action relating thereto as a condition to proceeding against Landlord or in order for Lender to avail itself and prosecute such rights and remedies under the Deed of Trust. Nothing contained herein shall prevent In the latter case, Lender from naming may join Tenant (or party claiming by or through Tenant) as a defendant in such action but only to the extent necessary under applicable law in order for Lender to avail itself of and complete any foreclosure or other action or proceeding initiated by Lender pursuant to the Mortgage to Deed of Trust and not for the extent necessary purpose of terminating the Lease or otherwise adversely affecting Tenant’s rights (or the rights of any party claiming by or through Tenant) under applicable Law the Lease (including, without limitation, all rights, privileges, access rights, expansion and renewal options) or this Agreement in order for Lender to avail itself of and complete the foreclosure or other remedysuch action. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage Deed of Trust and is hereby waived and released as against Lender.

Nondisturbance. Lender does (a) The State hereby agree with Tenant that, agrees that in the event Lender becomes Collateral Agent exercises any of its rights under the fee simple owner Mortgage or any other BREP Financing Documents and, as a result thereof, a BREP Successor Party acquires control or management rights over, ownership of, or any other rights with respect to any of the Property by foreclosureBREP Property, conveyance in lieu of foreclosure whether pursuant to an Enforcement Transfer or otherwise, so long as Tenant complies with and performs its obligations under the Lease, (ai) the Lease Contract Documents and Contract Rights shall not terminate or be terminated as a result of such occurrence and the rights of the BREP Successor Party thereunder shall continue in full force and effect as a direct Lease between the succeeding owner of the Property and Tenanteffect, upon and subject to all of the terms, covenants terms and conditions of the LeaseContract Documents, for (ii) the balance State shall not disturb any of the term BREP Successor Party’s rights under any of the LeaseBREP Property, except as specifically permitted by the terms and Lender will not disturb conditions of the possession of TenantContract Documents, and (biii) the Premises State shall be recognize the BREP Successor Party’s rights to continue to enjoy the rights and benefits of the BREP Property as provided in the Contract Documents, but subject to the Lease terms and Lender shall recognize Tenant as the tenant conditions of the Premises for Contract Documents. (b) Collateral Agent agrees that in the remainder event Collateral Agent exercises any of its rights under the BREP Financing Documents and, as a result thereof, a BREP Successor Party acquires or seeks to acquire control or management rights over, ownership of, or any other rights with respect to any of the term of the Lease in accordance with the provisions thereof; providedBREP Group Documents or BREP Property, however, that Lender shall not bewhether pursuant to an Enforcement Transfer or otherwise: (i) none of the Contract Documents shall terminate or be terminated and the rights of the State thereunder and with respect to the Collateral shall continue in full force and effect, subject to any claimsthe terms of the Contract Documents (including, offsets or defenses which Tenant might have against any prior landlord (including Landlordwithout limitation, termination rights); or and (ii) liable for without limiting the generality of the foregoing, Collateral Agent may not take any act action to enforce the security interest in the Collateral, whether by seizure, writ of sequestration, public or omission of any prior landlord (including Landlord); orprivate sale or otherwise. (iiic) bound by any rent Collateral Agent further agrees not to name or additional rent which Tenant might have paid for more than join the current month or any security deposit or other prepaid charge paid to any prior landlord (including Landlord); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming Tenant State as a defendant in any foreclosure or other action or proceeding initiated by Lender pursuant to exercise of Collateral Agent’s rights and remedies arising upon a default under the Mortgage to BREP Financing Documents unless applicable law requires the extent necessary under applicable Law in order for Lender to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged State to be subject made a party thereto as a condition to proceeding against BREP solely for prosecuting such rights and subordinate to the Mortgage and is hereby waived and released as against Lenderremedies.

Nondisturbance. Lender does hereby agree with If it becomes necessary to foreclose the Mortgage, Mortgagee will not terminate the Lease nor join Tenant that, in the event Lender becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of summary or foreclosure or otherwise, proceedings so long as Tenant complies with and performs its obligations is not in default under any of the terms, covenants or conditions of said Lease without corresponding default of Landlord beyond applicable grace periods after notice thereof or if in default, same shall be cured. If Agent shall succeed to the interests of Landlord under the Lease, (a) Agent shall be bound to the Lease shall continue in full force and effect as a direct Lease between the succeeding owner of the Property and Tenant, upon and subject to Tenant under all of the terms, covenants covenant and conditions of the Lease, for the balance and Agent agrees to recognize Tenant and further agrees that Tenant shall not be disturbed in its possession or use, of the term Property, said nondisturbance to be effective and self-operative without the execution of any other instrument(s) on the part of either party hereto, immediately upon Agent succeeding to the interest of Landlord under the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as the tenant of the Premises Property for any reason our than one which would entitle Landlord to terminate the remainder of lease under its terms or would cause, without any further action by Landlord, the term termination of the Lease or would entitle Landlord to dispossess Tenant from the Property. Tenant shall, from and after Agent’s succession to the interests of Landlord under the Lease, have the same remedies against Agent for the breach of any provision contained in accordance with the provisions thereofLease that Tenant might have had under the Lease against Landlord if Agent had not succeeded to the interests of Landlord under the Lease; providedprovided further, however, that Lender Agent except as expressly set forth in the Lease shall not be: (ia) personally liable for any acts or omissions of any prior landlord (including, but not limited to, Landlord); or (b) subject to any claims, offsets or defenses which Tenant might may have against any prior landlord (including including, but not limited to, Landlord); or (iic) liable for any act consequential damages attributable to any acts or omission omissions of any prior landlord (including including, but not limited to, Landlord); or (iiid) bound by obligated to give Tenant a credit for or acknowledge any rent or additional rent any other sums not delivered to Agent which Tenant might have has paid to Landlord in excess of the rent due under the Lease at the time Agent gave Tenant notice of its succession to the Landlord’s interest; or (e) liable for more than the current month or repayment of any monies paid by Tenant under the Lease except that Agent as a successor to Landlord shall be liable for the repayment of a security deposit if payable to Tenant and Landlord fails to pay even if Agent as successor to Landlord has not received the security deposit; or (f) obligated to commence or complete any construction or contribute toward construction or installation of any improvements required under the Lease, or expand or rehabilitate existing improvements thereon, or restore improvements following any casualty not required to be insured under the Lease or pay the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under the Lease, provided however that Agent shall cause to be applied to restoration required under the Lease all proceeds of casualty insurance received by or under the control of Agent; or (g) liable for any damages or other prepaid charge paid relief attributable to any latent or patent defects in construction; or (h) liable for any costs or expenses related to any indemnification provided by any prior landlord (including including, but not limited to, Landlord)) with respect to the presence or clean-up of any hazardous substances or materials in, on, under or about the leased premises; or (ivi) obligated to enforce any restriction on competition beyond the Building or Property; or (j) bound by any amendment or modification of the Lease made without its written consentconsent and knowledge. Nothing contained herein Additionally, in such event, Tenant shall prevent Lender from naming Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant be bound to Agent, and Agent shall be bound to Tenant, subject to the Mortgage terms hereof under all of the terms, covenants and conditions of the Lease, and Agent and Tenant shall, from and after Agent’s succession to the extent necessary interest of Landlord under applicable Law in order the Lease, have the same remedies against each other for Lender to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option breach of any nature whatsoever, whether pursuant to provision contained in the Lease or otherwise, to purchase that they might have had under the Premises or Lease against each other if Agent were the Property, or any portion thereof or any interest therein, and to original Landlord under 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 Mortgage and is hereby waived and released as against Lender.Lease. /s/ [ILLEGIBLE]

Nondisturbance. Lender does hereby agree Upon request of Sublessee, Sublessor shall use its commercially reasonable best efforts to provide Sublessee with Tenant a Non-Disturbance Agreement acceptable to Sublessee from any current or future ground lessors, mortgage holders or lien holders of all or any portion of the Land, the Buildings and the Project Common Area. Sublessee shall cooperate with Sublessor in obtaining any such agreement. Delays in obtaining such agreement shall not delay or postpone the Effective Date or Sublessee’s obligation to pay Rent. Such Non-Disturbance Agreement shall acknowledge Sublessee’s right of possession and Sublessee’s offset rights and that, in to the event Lender becomes the fee simple owner extent any of the Property concessions to be provided to Sublessee have not been fully funded or performed by Sublessor or Prime Lessor at the time of a foreclosure, conveyance deed in lieu of foreclosure or otherwise, so long any other transfer of the Subject Building as Tenant complies with and performs its obligations a result of a default of Prime Lessor or Sublessor under the terms of the applicable ground lease, loan documents, etc., subject to any lender protections set forth in the lease. Sublessee, to the extent Sublessee pays or has paid such unfunded amount, may deduct the unfunded amount or equivalent value thereof, together with interest, from the any rent and other amounts owed by Sublessee to Sublessor next becoming due and payable. The non-disturbance agreement from Prime Lessor will provide, among other things, that in the event the Prime Lease terminates, this Sublease will become a direct lease between Sublessee and the successor to Prime Lessor and/or Prime Lessor’s interest in the Subject Building. Prime Lessor agrees that Sublessee’s possession of the Subleased Premises shall not be disturbed, nor shall this Sublease be terminated in the event of Sublessor’s default under, and a subsequent termination of, the Prime Lease, (a) the Lease and this Sublease shall continue in full force and effect with Prime Lessor undertaking the obligations of Sublessor hereunder, or Prime Lessor, at its option, may elect to enter into a new direct lease with Sublessee upon the same terms and conditions as set forth herein upon such a direct Lease between the succeeding owner termination of the Property and Tenant, upon and subject to all of the terms, covenants and conditions of the Prime Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease 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); or (ii) liable for any act or omission of any prior landlord (including Landlord); or (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); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming 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. Tenant acknowledges and Sublessor agrees that it has no right or option of shall be a condition precedent to any nature whatsoever, whether pursuant subsequent loan that such lender agree that it will provide a non-disturbance agreement in form reasonable acceptable to the Lease or otherwise, Sublessee with respect 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 Mortgage and is hereby waived and released as against Lenderthis Sublease.

Nondisturbance. Lender does hereby agree with Tenant thatAs a condition of Tenant’s agreement to subordinate this Lease pursuant to Section 18.1, Landlord shall obtain from the holder of each future Mortgage or lessor under a future Ground Lease in recordable form and in the event Lender becomes the fee simple owner of the Property standard form customarily employed by foreclosure, conveyance in lieu of foreclosure such holder or otherwise, lessor pursuant to which such holder or lessor shall agree that if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant complies with and performs its obligations under the rights of Tenant pursuant to this Lease to possession of the Premises shall not be terminated by any action which such holder may take to foreclose any such Mortgage, or which such lessor shall take to terminate such Ground Lease, (a) the as applicable, and that any successor landlord shall recognize this Lease shall continue as being in full force and effect as if it were a direct Lease lease between the succeeding owner of the Property such successor landlord and Tenant, Tenant upon and subject to all of the terms, covenants covenants, conditions and conditions options granted to Tenant under this Lease, except as otherwise provided in Section 18.1 (any such agreement, a “Non-Disturbance Agreement”). Landlord shall use reasonable efforts to (but without the obligation to expend monies) obtain a Non-Disturbance Agreement from the holder of the Leasecurrent Mortgage, in the form customarily used by such holder, but Landlord’s failure to obtain such Non-Disturbance Agreement shall not be a condition of this Lease or release Tenant from any obligation hereunder. Tenant shall pay all costs or other fees charged by the holder of a Mortgage as ground lessor of a Ground Lease for the balance preparation and delivery of the term of the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease 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); or (ii) liable for any act or omission of any prior landlord (including Landlord); or (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); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming 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. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lendera Non-Disturbance Agreement.

Nondisturbance. As long as no Tenant Event of Default exists under the Lease no foreclosure, conveyance, or other sale of the Property in connection with enforcement of the Security Instrument or otherwise in satisfaction of the Loan shall operate to terminate the Lease or Tenant's rights thereunder (except as set forth in Section 3). Provided that (i) Tenant is not in default, after the giving of notice and the expiration of all applicable periods of grace or cure, under the terms of the Lease and complies with this Agreement or (ii) if Tenant is in default, after the giving of notice and the expiration of all applicable periods of grace or cure, under the terms of the Lease, (x) the period for a Permitted Leasehold Mortgagee (as such term is defined in the Lease) to exercise its cure rights with respect to such default has not expired in accordance with the provisions of Section 35 of the Lease or (y) a Permitted Leasehold Mortgagee has performed the obligations of Tenant under the Lease and has remedied any such default in accordance with the provisions of Section 35 of the Lease, Lender does hereby agree with Tenant that, agrees that in the event Lender becomes the fee simple owner of acquires title to the Property by reason of a foreclosure, conveyance in lieu of foreclosure or otherwise, so long as Tenant complies with . Tenant's possession and performs its obligations under the Lease, (a) the Lease shall continue in full force and effect as a direct Lease between the succeeding owner occupancy of the Property and Tenant's and Permitted Leasehold Mortgagee's rights and privileges under the Lease during the term thereof (including any renewal term) shall not be disturbed, diminished or interfered with, and Lender shall recognize the Lease and Tenant's and Permitted Leasehold Mortgagees rights hereunder. Subject to the limitations and conditions contained herein, Lender upon foreclosure shall be deemed to be Landlord and shall assume the obligations of Landlord under the Lease thereafter arising. Lender XXXXXXX X-0 xxxxxx xx xxxxxxx xxx xxxxxxx xx xxx xxxx xxx xxxx xxxe to time, upon the reasonable request of Tenant or any Permitted Leasehold Mortgagee, and subject at Tenant's or Permitted Leasehold Mortgagee's cost and expense, any instrument or certificate in recordable form (and otherwise in form reasonably satisfactory to all Tenant or Leasehold Mortgagee, as applicable) deemed to be necessary of appropriate to evidence Tenant's rights to recognition and non-disturbance pursuant to this Agreement, provided however, that such instruments or certificates shall be on the same terms, covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease 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); or (ii) liable for any act or omission of any prior landlord (including Landlord); or (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); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming 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. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lenderthis Agreement.

Nondisturbance. Lender does hereby agree with If it becomes necessary to foreclose the Mortgage, Mortgagee will not terminate the Lease nor join Tenant that, in the event Lender becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of summary or foreclosure or otherwise, proceedings so long as Tenant complies with and performs its obligations is not in default under any of the terms, covenants or conditions of said Lease without corresponding default of Landlord beyond applicable grace periods after notice thereof or if in default, same shall be cured. If Agent shall succeed to the interests of Landlord under the Lease, (a) Agent shall be bound to the Lease shall continue in full force and effect as a direct Lease between the succeeding owner of the Property and Tenant, upon and subject to Tenant under all of the terms, covenants covenant and conditions of the Lease, for the balance and Agent agrees to recognize Tenant and further agrees that Tenant shall not be disturbed in its possession or use, of the term Property, said nondisturbance to be effective and self-operative without the execution of any other instrument(s) on the part of either party hereto, immediately upon Agent succeeding to the interest of Landlord under the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as the tenant of the Premises Property for any reason our than one which would entitle Landlord to terminate the remainder of lease under its terms or would cause, without any further action by Landlord, the term termination of the Lease or would entitle Landlord to dispossess Tenant from the Property. Tenant shall, from and after Agent’s succession to the interests of Landlord under the Lease, have the same remedies against Agent for the breach of any provision contained in accordance with the provisions thereofLease that Tenant might have had under the Lease against Landlord if Agent had not succeeded to the interests of Landlord under the Lease; providedprovided further, however, that Lender Agent except as expressly set forth in the Lease shall not be: (ia) personally liable for any acts or omissions of any prior landlord (including, but not limited to, Landlord); or (b) subject to any claims, offsets or defenses which Tenant might may have against any prior landlord (including including, but not limited to, Landlord); or (iic) liable for any act consequential damages attributable to any acts or omission omissions of any prior landlord (including including, but not limited to, Landlord); or (iiid) bound by obligated to give Tenant a credit for or acknowledge any rent or additional rent any other sums not delivered to Agent which Tenant might have has paid to Landlord in excess of the rent due under the Lease at the time Agent gave Tenant notice of its succession to the Landlord’s interest; or (e) liable for more than the current month or repayment of any monies paid by Tenant under the Lease except that Agent as a successor to Landlord shall be liable for the repayment of a security deposit if payable to Tenant and Landlord fails to pay even if Agent as successor to Landlord has not received the security deposit; or (f) obligated to commence or complete any construction or contribute toward construction or installation of any improvements required under the Lease, or expand or rehabilitate existing improvements thereon, or restore improvements following any casualty not required to be insured under the Lease or pay the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under the Lease, provided however that Agent shall cause to be applied to restoration required under the Lease all proceeds of casualty insurance received by or under the control of Agent; or (g) liable for any damages or other prepaid charge paid relief attributable to any latent or patent defects in construction; or (h) liable for any costs or expenses related to any indemnification provided by any prior landlord (including including, but not limited to, Landlord)) with respect to the presence or clean-up of any hazardous substances or materials in, on, under or about the leased premises; or (ivi) obligated to enforce any restriction on competition beyond the Building or Property; or (j) bound by any amendment or modification of the Lease made without its written consentconsent and knowledge. Nothing contained herein Additionally, in such event, Tenant shall prevent Lender from naming Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant be bound to Agent, and Agent shall be bound to Tenant, subject to the Mortgage terms hereof under all of the terms, covenants and conditions of the Lease, and Agent and Tenant shall, from and after Agent’s succession to the extent necessary interest of Landlord under applicable Law in order the Lease, have the same remedies against each other for Lender to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option breach of any nature whatsoever, whether pursuant to provision contained in the Lease or otherwise, to purchase that they might have had under the Premises or Lease against each other if Agent were the Property, or any portion thereof or any interest therein, and to original Landlord under 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 Mortgage and is hereby waived and released as against LenderLease.

Nondisturbance. Lender does hereby agree with So long as Tenant that, is not in default (beyond any period provided Tenant in the event Lease to cure such default) in the payment of rent or in the performance of any of the terms, covenants or conditions of the Lease on Tenant’s part to be performed as would entitle Landlord to terminate the Lease, Lender becomes agrees that Tenant's possession of the fee simple Premises and the other terms of Tenant's rights under the Lease shall not be diminished, disturbed or interfered with by Lender and if any action or proceeding is commenced by Lender for the foreclosure of the Mortgage and/or the sale of the Premises, Tenant shall not be named as a party defendant therein unless required by law only for such purpose and not to terminate the Lease or otherwise diminish or interfere with Tenant's rights and under the Lease or under this Agreement. Should Lender become the owner of the Property Premises, or should the Premises be sold by reason of foreclosure, conveyance or other proceedings brought to enforce the Mortgage, or should the Premises be transferred by deed in lieu of foreclosure foreclosure, or otherwiseshould any portion of the Premises be sold under a trustee's sale, so long as Tenant complies with and performs its obligations under then, subject to the Leaseforegoing sentence, (a) the Lease shall will continue in full force and effect as a direct Lease lease between the Lender and/or the succeeding owner of the Property Premises, as the case may be, and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, Lease (including any first offer rights in favor of Tenant) for the balance of the its term as it may be extended, and Lender, or any successor owner of the LeasePremises, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as the tenant bound by all of the Premises for the remainder of the term terms 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); or (iiall of Tenant’s rights under the Lease) liable for any act or omission of any prior landlord (including Landlord); or (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); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming 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 first arising after the date Lender to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant such successor owner takes title to the Premises (it being understood that Tenant shall not be relieved from its obligations under the Lease or otherwise, first arising prior to purchase the Premises or the Property, such date that Lender or any portion thereof or any interest therein, and successor owner takes title 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 Mortgage and is hereby waived and released as against LenderPremises).

Nondisturbance. Lender does hereby agree with Tenant thatIn its sole and absolute discretion, Landlord shall have the right to mortgage and encumber all or any part of the Premises and the Office Complex at any time and from time to time, in the event Lender becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, so long such amounts and with such lenders as Tenant complies with and performs its obligations under the Landlord sees fit. This Lease, (a) the Lease shall continue in full force and effect as a direct Lease between the succeeding owner of the Property Tenant's interest hereunder, and Tenant, upon 's leasehold interest in and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall not be junior, inferior, subordinate, or subject to the Lease and Lender shall recognize Tenant as the tenant right, title, interest, lien, encumbrance or priority of any mortgage, lien or other encumbrance now or hereafter affecting the Premises for or the remainder Office Complex, and no holder of such an encumbrance shall have the term of the Lease in accordance with the provisions thereof; provided, however, that Lender shall not be: (i) subject right to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (ii) liable for any act or omission of any prior landlord (including Landlord); or (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); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming name Tenant in any foreclosure or other enforcement action which it may bring against Landlord 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 remedyOffice Complex. Tenant acknowledges and Landlord agrees that it has no right or option shall use reasonable efforts to obtain, for the benefit of Tenant, a written confirmation from any holder of such an encumbrance of its acceptance of and agreement to the provisions of this Article XIX, which confirmation shall be in form and content reasonably acceptable to Tenant. Landlord acknowledges that the provisions of this Article XIX are material considerations for an inducement of the execution of this Lease by Tenant. Accordingly, any breach of default by Landlord of its covenants and obligations under this Article XIX shall be deemed to be and constitute a material and substantial breach and default of this Lease by Landlord. Notwithstanding any foreclosure of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, such encumbrance or any portion thereof conveyance in lieu of foreclosure, neither the holder of such encumbrance nor any purchaser at a foreclosure sale shall disturb the possession of Tenant hereunder so long as Tenant pays the rent and no default has occurred and is continuing hereunder beyond any applicable period of notice and grace. Tenant agrees that, upon request from Landlord at any time or any interest thereintimes while Landlord is not in default hereunder, Tenant will enter into an agreement with "Landlord's Lender," as defined and Landlord providing that, should there be a collateral assignment of Landlord's rights under this Lease to the extent that Tenant has had, or hereafter acquires, any such right or option, Landlord's Lender and should a copy of the same is hereby acknowledged be provided to Tenant, Tenant agrees that none of the following actions shall be subject taken without the prior written consent of Landlord's Lender: (a) This Lease will not be modified, altered or amended in any way; (b) Landlord and subordinate Tenant will not agree to a cancellation of this Lease, nor will Tenant surrender its rights hereunder to Landlord; (c) Landlord will not convey its estate in the Mortgage Office Complex to Tenant in a manner which will result in merger, nor take any other action which would result in merger, of Landlord's estate in the Office Complex with Tenant's leasehold estate under this Lease; and (d) Tenant will not prepay and is hereby waived and released as against LenderLandlord will not accept prepayment of any installment or payment of rent more than thirty (30) days in advance of the due date thereof.

Nondisturbance. 4.1. Lender does hereby agree with Tenant that, in consents to the event Lender becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwiseLease. 4.2. Despite Tenant’s subordination under Section 3, so long as the Lease has not been terminated on account of a default by Tenant complies (that has continued beyond any applicable cure period), Tenant’s peaceful and quiet possession of the Leased Premises shall not be disturbed, except in accordance with the Lease and performs its obligations applicable law, and Tenant’s rights and privileges under the Lease, Lease shall not be diminished by Lender’s exercise of its rights or remedies under the Loan Documents. DRAFT 4.3. If (a) the Lease Lender shall continue in full force and effect as a direct Lease between the succeeding owner of the Property and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term of the Leaseacquire title to, and Lender will not disturb possession of, the possession of TenantLeased Premises on foreclosure, and (b) Tenant is not in default under the Lease beyond any applicable cure or grace periods, has not canceled or terminated the Lease (without regard to whether Landlord or Tenant is then in default under the Lease), nor surrendered, or abandoned the Leased Premises and remains in actual possession of the Leased Premises (or a permitted assignee remains in possession of the Leased Premises) at the time Lender shall so acquire title to, and possession of, the Leased Premises, at Lender’s election, Lender and Tenant (or a permitted assignee remains in possession of the Leased Premises) shall enter into a new lease on the same terms and conditions as were contained in the Lease, except that: (a) the obligations and liabilities of Lender under a new lease shall be subject to the Lease terms and conditions of this Agreement (including the provisions of Sections 6-8); (b) Lender shall recognize have no obligations or liabilities to Tenant under any such new lease beyond those of Landlord (or its predecessors-in-interest) as were contained in the tenant Lease (to the extent assumed by Lender under this Agreement); and (c) the expiration date of any such new lease shall coincide with the original expiration date of the Premises for the remainder of the term of the Lease in accordance with the provisions thereof; providedLease, however, that Lender as may be extended by applicable renewal or extension options. 4.4. Tenant shall not be: (i) subject to be named or joined in any claimsforeclosure, offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (ii) liable for any act or omission of any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid for more than the current month or any security deposit trustee’s sale, or other prepaid charge paid proceeding to enforce the Loan Documents unless such joinder shall be legally required to perfect the foreclosure, trustee’s sale, or other proceeding. In any prior landlord (including Landlord); or (iv) bound by any amendment instance in which Lender names or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming joins Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant to enforce the Mortgage Loan Documents, Landlord agrees not to the extent necessary under applicable Law in order for Lender to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to terminate the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that unless a default by Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage occurred and is hereby waived and released as against Lendercontinuing beyond any applicable cure period.

Nondisturbance. So long as Tenant is not in default under the Lease -------------- beyond any notice and cure period expressly provided in the Lease, Lender does hereby agree agrees with Tenant that, that in the event the interest of Landlord is acquired by Lender, or Lender becomes acquires title to the fee simple owner Property or comes into possession of said Property by reason of foreclosure or enforcement of the Property Deed of Trust or the Note, or by foreclosure, a conveyance in lieu thereof, or by any other means, Tenant's possession of foreclosure or otherwisethe Premises and Tenant's rights, so long as Tenant complies with privileges and performs its obligations under the Lease shall not be disturbed, diminished or interfered with by Lender or any party claiming through Lender during the term of the Lease, (a) including any extensions thereof permitted to Tenant, and the Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease. Immediately upon the acquisition by Lender or Purchaser of possession or title to the Property by reason of foreclosure or enforcement of the Deed of Trust or the Note, or by a conveyance in lieu thereof, or as a direct Lease between the succeeding owner result of the Property and Tenantany other means, upon and subject Tenant agrees to be bound to Lender or Purchaser under all of the terms, covenants covenants, and conditions of the Lease, Lease for the balance of the term of thereof, including any extensions thereof permitted to Tenant, with the same force and effect as if Lender or Purchaser were the landlord under the Lease, and Tenant does hereby attorn to Lender will not disturb or Purchaser 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 Tenantthe terms, covenants, and (b) the Premises shall be subject to conditions of the Lease and Lender shall recognize Tenant as shall, from and after the tenant occurrence of the Premises for events set forth above, have the remainder of the term of same remedies that Tenant might have had under the Lease in accordance with the provisions thereofagainst Landlord; provided, however, that Lender or Purchaser shall not be: Exhibit E CREEKSIDE PLAZA ii TriNet Employer Group, Inc. a. liable to Tenant for damages for any act or omissions of Landlord or any prior landlord occurring prior to Lender or Purchaser obtaining possession or title to the Property: (i) b. subject to any claimsoffsets, offsets claims or defenses which Tenant might have against Landlord or against any prior landlord (including Landlord); orwhich arise prior to the date Lender or Purchaser obtains possession or title to the Property; (ii) liable for any act or omission of any prior landlord (including Landlord); or (iii) c. bound by any rent or additional rent or deposit, rental security or any other sums which Tenant might may have paid for more than the current month to Landlord or any security deposit or other prepaid charge paid to any prior landlord (including Landlord); orlandlord; (iv) d. bound by any amendment or modification of the Lease made without its Lender's prior written consent. Nothing contained herein shall prevent Lender from naming ; or e. obligated or liable to Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant with respect to the Mortgage to construction or completion of the extent necessary under applicable Law initial improvements in order for Lender to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises for Tenant's use, enjoyment or the Property, occupancy or any portion thereof payment 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 Mortgage and is hereby waived and released as against Lenderallowance in connection therewith.

Nondisturbance. Lender does hereby agree Provided this Lease shall at all times be in full force and effect and provided further that there shall exist no Event of Default by Tenant hereunder, the right of possession by Tenant to possess and quietly enjoy the Demised Premises and any or all of Tenant's rights under this Lease shall not be affected in any way or disturbed by any lender now or hereafter doing business with Tenant that, Landlord in the exercise of any such lender's rights under any formal agreements between such lender and Landlord. Tenant shall not be named as a party defendant to any foreclosure of any lien of any mortgage for the purpose of terminating this Lease, and Tenant shall not, by any such foreclosure, be in any other way foreclosed from its rights under this Lease. In the event Lender becomes the fee simple owner that any such lender or its successors or assigns comes into possession of the Property Demised Premises or acquires the leasehold interest of Landlord by foreclosureforeclosure of any mortgage between any such lender and Landlord, conveyance or by proceedings on any note executed by Landlord in lieu favor of foreclosure any such lender or otherwise, so long as Tenant complies with this Lease shall not be terminated by any such foreclosure or proceedings; and performs its obligations under the Lease, (a) the this Lease shall continue in full force and effect upon Tenant's attornment, as provided herein, as a direct lease between Tenant and any such lender upon the same terms, covenants, conditions and agreements set forth in this Lease. In the event that the Demised Premises or Landlord's leasehold interest therein is sold or otherwise disposed of pursuant to any right or power contained in any mortgage or any note between any such lender and Landlord, or as a result of proceedings thereon, this Lease between shall not be terminated or affected thereby, and the succeeding owner purchaser of the Property Demised Premises or of Landlord's leasehold interest therein or any person or entity acquiring title thereto shall so acquire it, subject to this Lease; and this Lease shall continue in full force and effect upon Tenant's attornment, as provided herein, as a direct lease between Tenant and any party acquiring title to Landlord's leasehold interest therein, as aforesaid, upon and subject to all of the same terms, covenants conditions and conditions of the agreements set forth in this Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease 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); or (ii) liable for any act or omission of any prior landlord (including Landlord); or (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); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming 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. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lender.

Nondisturbance. If it becomes necessary to foreclose the Security -------------- Instrument, Lender does hereby agree with will not terminate the Lease nor join Tenant that, in the event Lender becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of summary or foreclosure or otherwise, proceedings so long as Tenant complies an Event of Default as defined in the Lease has not occurred with and performs its obligations respect to Tenant. If Lender shall succeed to the interests of Landlord under the Lease, (a) Lender shall be bound to the Lease shall continue in full force and effect as a direct Lease between the succeeding owner of the Property and Tenant, upon and subject to Tenant under all of the terms, covenants and conditions of the Lease, for Lease from and after the balance date of the term of such succession to Landlord's interest in the Lease, and Lender will agrees to recognize Tenant and further agrees that, provided an Event of Default under the Lease has not disturb the possession of occurred with respect to Tenant, Tenant shall not be disturbed in its possession or use of the Property, said nondisturbance to be effective and (bself-operative without the execution of any other instrument(s) on the Premises shall be subject part of either party hereto, immediately upon Lender succeeding to the Lease interest of Landlord under the Lease. Tenant shall, from and after Lender's succession to the interests of Landlord under the Lease, have the same remedies against Lender shall recognize Tenant as the tenant of the Premises for the remainder breach of the term of any provision contained in the Lease in accordance with that Tenant might have had under the provisions thereofLease against Landlord if Lender had not succeeded to the interests of Landlord under the Lease; providedprovided further, however, that Lender and any purchaser at foreclosure or owner by virtue of a deed in lieu of foreclosure shall not be: (ia) liable for any acts or omissions of any prior landlord (including, but not limited to, Landlord): or (b) subject to any claims, offsets or defenses which Tenant might may have against any prior landlord (including including, but not limited to, Landlord); or (iic) liable for any act consequential damages attributable to any acts or omission omissions of any prior landlord (including including, but not limited to, Landlord); or (iiid) bound by obligated to give Tenant a credit for or acknowledge any rent or additional rent any other sums not delivered to Lender which Tenant might have has paid to Landlord in excess of the rent due under the Lease at the time Lender gave Tenant notice of its succession to the Landlord's interest; or (e) liable for more than the current month repayment of any monies paid by Tenant under the Lease, including, without limitation, security deposits, unless Lender actually received possession of such monies and except to the extent provided in that certain Assignment of Leases, Rents and Security Deposit dated the date hereof between Lender and Landlord, as Borrower, and acknowledged and agreed to by Tenant; or (f) obligated to commence or complete any security deposit construction or contribute toward the construction or installation of any improvements required under the Lease, or expand or rehabilitate existing improvements thereon, or restore improvements following any casualty not required to be insured under the Lease or pay the costs of any restoration in excess of the proceeds recovered under any insurance required to be carried under the Lease; or (g) liable for any damages or other prepaid charge paid relief attributable to any latent or patent defects in construction; or (h) liable for any costs or expenses related to any indemnification provided by any prior landlord (including including, but not limited to, Landlord)) with respect to the presence or clean-up of any hazardous substances or materials in, on, under or about the leased premises; or (ivi) bound by any amendment or modification of the Lease made without its written consentconsent and knowledge. Nothing contained herein Additionally, in such event, Tenant shall prevent be bound to Lender, and Lender from naming Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant shall be bound to Tenant, subject to the Mortgage terms hereof, under all of the terms, covenants and conditions of the Lease, and Lender and Tenant shall, from and after Lender's succession to the extent necessary interest of Landlord under applicable Law in order the Lease, have the same remedies against each other for Lender to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option breach of any nature whatsoever, whether pursuant to provision contained in the Lease or otherwise, to purchase that they might have had under the Premises or Lease against each other if Lender were the Property, or any portion thereof or any interest therein, and to original Landlord under 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 Mortgage and is hereby waived and released as against LenderLease.

Nondisturbance. So long as Tenant is not in Default under the Lease beyond any notice and cure period provided in the Lease, then Lender does hereby agree agrees with Tenant that, that in the event the interest of Landlord is acquired by Lender becomes or Lender acquires title to the fee simple owner Property or comes into possession of said Property by reason of foreclosure or enforcement of the Property Mortgage or the Note, or by foreclosure, a conveyance in lieu thereof, or by any other means, Tenant’s possession of foreclosure or otherwisethe Premises and Tenant’s rights, so long as Tenant complies with privileges and performs its obligations under the Lease shall not be disturbed, diminished or interfered with by Lender or any party claiming through Lender during the term of the Lease, (a) including any extensions thereof permitted to Tenant, and the Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease. In the event Tenant Defaults under the Lease or this Agreement beyond any applicable notice and cure period, 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 Premises 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 direct Lease between the succeeding owner result of any other means, Tenant agrees to be bound to Lender under all of the Property terms, covenants, and conditions of the Lease for the balance of the term thereof, including any extensions thereof permitted to Tenant, upon with the same force and subject 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 exercise of any other instruments on the part of either party hereto. Lender further agrees that if it obtains possession and title to the Property during the Lease Term, Lender shall be bound to Tenant under all of the terms, covenants and conditions of the LeaseLease and Tenant shall, for from and after the balance occurrence of the term of events set forth above, have the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to same remedies that Tenant might have had under 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 thereofagainst Landlord; provided, however, that Lender shall not be: (ia) liable to Tenant for damages for any act or omission of Landlord or any prior landlord occurring prior to Lender obtaining possession or title to the Property; or (b) subject to any claimsoffsets, offsets claims or defenses which Tenant might have against Landlord or against any prior landlord which arise prior to the date Lender obtains possession or title to the Property (including Landlordexcept that any transferee shall have the obligation to cure any continuing default of which it had prior written notice); or (ii) liable for any act or omission of any prior landlord (including Landlord); or (iiic) bound by any rent or additional rent or deposit, rental security or any other sums which Tenant might may have paid for more than the current month to Landlord or any security deposit or other prepaid charge paid to any prior landlord (including Landlord)landlord; or (ivd) bound by any amendment or modification of the Lease made without its Lender’s prior written consent. Nothing contained herein shall prevent Lender from naming Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant ; or (e) bound to the Mortgage Tenant after the date upon which the Lender transfers its interest in the Property to any third party; or (f) obligated or liable to Tenant with respect to the extent necessary under applicable Law construction and completion of the initial improvements in order the Premises for Lender Tenant’s use, enjoyment or occupancy; or (g) obligated or liable to avail itself of and complete the foreclosure Tenant for any moving, relocation or other remedy. Tenant acknowledges and agrees that it has no right refurbishment allowance or option of any nature whatsoever, whether pursuant payment or allowance for improvements to the Lease or otherwise, to purchase the Premises or the Property, any part thereof; or (h) liable for any payment of any leasing commissions or other expenses for which Landlord or any portion thereof prior landlord incurred the obligation to pay; or (i) bound or liable to Tenant under any oral or written notice given by Tenant to Landlord or any interest therein, prior landlord; or (j) obligated or liable to Tenant with respect to a breach of the representations and to warranties set forth in the extent that Lease and such provisions shall be null and void as between Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lender.

Nondisturbance. Lender does hereby agree with Tenant thatThe foregoing subordination of this Lease shall -------------- be conditioned upon Tenant's receipt from any such mortgagee of a nondisturbance and attornment agreement ("Non-Disturbance Agreement") in form and substance reasonably acceptable to Tenant, in the event Lender becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, so which provides that as long as Tenant complies with and performs its obligations is not in default under the LeaseLease beyond the applicable grace, notice or cure periods, such mortgagee (a) the Lease shall continue in full force and effect as a direct Lease between the succeeding owner of the Property and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, 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 honor this Lease in accordance with the provisions thereof; providedits terms, however, that Lender (b) shall not be: (i) subject to any claims, offsets or defenses which disturb Tenant might have against any prior landlord (including Landlord); or (ii) liable for any act or omission of any prior landlord (including Landlord); or (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); or (iv) bound by any amendment or modification in its possession of the Lease made without its written consent. Nothing contained herein Premises, (c) shall prevent Lender from naming not name Tenant in any foreclosure proceedings, and (d) shall cause Landlord's obligations under this Lease to be performed, during such time as that mortgagee shall be the Landlord hereunder (or other action or proceeding initiated by Lender pursuant to mortgagee in possession), from and after the Mortgage to the extent necessary under applicable Law in order for Lender to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option date of any nature whatsoeverforeclosure, whether pursuant to the Lease purchase or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest thereintransfer, and by which Tenant agrees to attorn to and recognize such mortgagee as Landlord in accordance with the extent terms of this Lease, with the further understanding that such nondisturbance and attornment agreement may contain such qualifications, terms and limitations as the holder of the first mortgage shall customarily require for transactions of similar scope and magnitude. Landlord shall, promptly after Lease execution, deliver to Tenant has hadfrom all then-existing mortgagees (if any), or hereafter acquiresand from Fee Owner, any such right or optionproperly executed and acknowledged, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lenderrecordable Nondisturbance Agreements.

Nondisturbance. Lender does hereby agree with Tenant that, -------------- in the event Lender becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as Tenant complies with and performs its obligations under the Lease, (a) the Lease shall continue in full force and effect as a direct Lease between the succeeding owner of the Property and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, 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) a. subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (ii) b. liable for any act or omission of any prior landlord (including Landlord); or (iii) c. 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 (iv) d. bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming 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. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lender.

Nondisturbance. Lender does hereby agree with If it becomes necessary to foreclose the Mortgage, Mortgagee will not terminate the Lease nor join Tenant that, in the event Lender becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of summary or foreclosure or otherwise, proceedings so long as Tenant complies with and performs its obligations is not in default under any of the terms, covenants or conditions of said Lease beyond applicable grace periods after notice thereof or if in default, the same shall be cured. If Agent shall succeed to the interests of Landlord under the Lease, (a) Agent shall be bound to the Lease shall continue in full force and effect as a direct Lease between the succeeding owner of the Property and Tenant, upon and subject to Tenant under all of the terms, covenants covenant and conditions of the Lease, for the balance and Agent agrees to recognize Tenant and further agrees that Tenant shall not be disturbed in its possession or use, of the term Property, said nondisturbance to be effective and self-operative without the execution of any other instrument(s) on the part of either party hereto, immediately upon Agent succeeding to the interest of Landlord under the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as the tenant of the Premises Property for any reason other than one which would entitle Landlord to terminate the remainder of lease under its terms or would cause, without any further action by Landlord, the term termination of the Lease or would entitle Landlord to dispossess Tenant from the Property. Tenant shall, from and after Agent’s succession to the interests of Landlord under the Lease, have the same remedies against Agent for the breach of any provision contained in accordance with the provisions thereof; providedLease that Tenant might have had under the Lease against Landlord if Agent had not succeeded to the interests of Landlord under the Lease, provided further, however, that Lender Agent except as expressly set forth in the Lease shall not be: (ia) personally liable for any acts or omissions of any prior landlord (including, but not limited to, Landlord); or (b) subject to any claims, offsets or defenses which Tenant might may have against any prior landlord (including including, but not limited to, Landlord); or (ii) liable for any act or omission of any prior landlord (including Landlord); or (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); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming 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. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lender.

Nondisturbance. Lender does hereby agree with Tenant that, So long as no Event of Default (under and as defined in the event Lender becomes Lease) shall have occurred and be continuing, Agent agrees for itself and its successors in interest and for any other person acquiring title to the fee simple owner Property through a Foreclosure (any of the foregoing which acquires title to the Property by foreclosurebeing an “Acquiring Party”), conveyance that (i) Tenant’s possession of the Premises and rights under the Lease will not be disturbed during the term of the Lease, as said term may be extended pursuant to the terms of the Lease or as said Premises may be expanded as specified in lieu of foreclosure or otherwise, so long as Tenant complies with and performs its obligations under the Lease, (aii) the Lease will not be terminated or affected thereby but shall continue in full force and effect effect, and (iii) subject to the provisions of Sections 3 and 4 hereof, Acquiring Party will be bound by all obligations of landlord under the Lease. If any action or proceeding is commenced by the Agent to foreclose the Mortgage Instruments, the Tenant shall not be named as a direct Lease between party in any such action nor shall the succeeding owner Tenant be named a party in connection with any sale of the Property and Tenantor any portion thereof, upon and subject to all provided that at the time of the terms, covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease 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); or (ii) liable for any act or omission commencement of any prior landlord (including Landlord); or (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); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming Tenant in any foreclosure or other such action or proceeding initiated by Lender or at the time of any such sale the Lease shall be in full force and effect (unless applicable Laws require the Tenant to be made a party thereto as a condition to proceeding against the Landlord or protecting such rights and remedies, in which case the Agent may join the Tenant as a defendant in such action only for such purposes and not to terminate the Lease). For purposes of this Agreement, a “Foreclosure” shall include (but not be limited to) a foreclosure of the Mortgage Instruments pursuant to New York law, a sheriff’s or trustee’s sale under the power of sale contained in the Mortgage Instruments, the termination of the Ground Lease and any other transfer of the Landlord's interest in the Property under peril of foreclosure of the Mortgage Instruments, including, without limitation to the extent necessary under applicable Law generality of the foregoing, a deed, assignment or sale in order for Lender to avail itself lieu of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lenderforeclosure.

Nondisturbance. Lender does hereby agree with No subordination under Part III, Section 23.1 shall be effective unless and until Landlord obtains for the benefit of Tenant thatfrom the holder of the Encumbrance a nondisturbance agreement in recordable form, providing, in substance, that in the event Lender becomes the fee simple owner of the Property by any foreclosure, conveyance sale under a power of sale, ground or master lease termination, or transfer in lieu of foreclosure any of the foregoing, or otherwise, so long as Tenant complies with and performs its obligations the exercise of any other right or remedy under the Lease, any such Encumbrance: (a) Tenant’s use, possession, and enjoyment of the Leased Premises shall not be disturbed and this Lease shall continue unmodified in any way and in full force and effect as a direct Lease between the succeeding owner of the Property and Tenant, upon and subject to all of the terms, covenants its terms and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, and conditions; and (b) This Lease shall automatically become a lease directly between any successor to Landlord’s interest, as landlord, and Tenant, as if that successor were 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 Landlord originally named in accordance with the provisions thereofthis Lease; provided, however, that Lender in no event shall not such successor be: (i) subject to liable for any claimsact, offsets omission, default, misrepresentation or defenses which Tenant might have against breach of warranty of any prior previous landlord (including Landlord)) or obligations accruing prior to such successor’s actual ownership of the Project; orprovided, however, that if such act or omission constitutes a continuing non-monetary default under this Lease, then such successor shall be required to cure the same within the same period as provided to Landlord under this Lease; and provided, further that in no event shall Landlord be released from any continuing liability under this; (ii) liable for subject to any act offset, defense, claim or omission of counterclaim which Tenant might be entitled to assert against any prior previous landlord (including Landlord); or) except as otherwise provided in this Lease; (iii) bound by any payment of rent, additional rent or additional rent which other payments made by Tenant might have paid for more than the current month or any security deposit or other prepaid charge paid to any prior previous landlord (including Landlord); or) for more than one (1) month in advance; (iv) bound by any material amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming Tenant in hereafter made, or consent or acquiescence by any foreclosure or other action or proceeding initiated by Lender pursuant to the Mortgage to the extent necessary previous landlord (including Landlord) under applicable Law in order for Lender to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease to any assignment or otherwisesublease hereafter granted, to purchase without the Premises or written consent of Landlord’s lender if such consent of Landlord was required under the Property, or Lease; or (v) liable for any portion thereof or any interest therein, and to the extent deposit that Tenant may have given to any previous landlord (including Landlord) which has hadnot, or hereafter acquiresas such, any been transferred to such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lendersuccessor.

Nondisturbance. Lender does hereby agree with Tenant that, in the event Lender becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, so As long as Tenant complies with no default exists beyond any applicable notice and performs its obligations grace period under the Lease, (a) which would then entitle the landlord under the Lease to terminate the Lease or would cause, without any further action of such landlord, the termination of the Lease or would then entitle such landlord to dispossess the Lessee thereunder, the Lease shall continue in full force and effect as a direct Lease between the succeeding owner not be terminated, nor shall Lessee's use, possession or enjoyment of the Property and TenantDemised Premises be interfered with, upon and subject to all nor shall the leasehold estate granted by the Lease (nor any rights or options of the termsLessee thereunder, covenants and conditions such as, but not limited to, rights or options to extend or renew, or rights or options to purchase so long as Lessee makes the purchase price available to the Mortgagee in satisfaction of the Leasedebt secured by the Mortgaged Property) be affected in any other manner, for in any foreclosure or any action or proceeding instituted under or in connection with the balance Mortgage or in the case the Mortgagee takes possession of the term Mortgaged Property pursuant to any provisions of the LeaseMortgage, and Lender will not disturb the possession of Tenant, 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, except that Lender Purchaser shall not be: be (i) subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (iia) liable for any act or omission or default of any prior lessor or landlord (including including, without limitation, the then defaulting landlord in respect of time prior to the date Purchaser acquires the Mortgaged Property) except in respect to the Landlord)'s obligations to complete the Office/Warehouse Complex and tenant improvements for the Premises in accordance with the provisions of the Lease or other defaults continuing beyond the date of acquisition; or or (iiib) subject to any offsets or defenses which Lessee might have against any prior lessor or landlord (including, without limitation, the then defaulting landlord) in respect of time prior to the date Purchaser acquires the Mortgaged Property except in respect to the Landlord's obligations to complete the Office/Warehouse Complex and tenant improvements for the Premises in accordance with the provisions of the Lease and except for rights of setoff expressly provided in the Lease; or (c) bound by any rent or additional rent which Tenant Lessee might have paid for more than the current month or any security deposit or other prepaid charge paid to any prior landlord (including Landlordincluding, without limitation, the then defaulting landlord); or or (ivd) bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without its written consent. Nothing contained herein shall prevent Lender from naming Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant subsequent to the Mortgage date hereof without Mortgagee's prior written consent (which consent shall be subject to the extent necessary under applicable Law same requirements as Landlord's consent); or (e) bound by any obligation to make any payment to Lessee which was required to be made prior to the time such Purchaser succeeded to any prior landlord's interest except in order for Lender respect to avail itself of and the Landlord's obligations to complete the foreclosure Office/Warehouse Complex and tenant improvements for the Premises in accordance with the provisions of the Lease and to restore the Office/Warehouse Complex after casualty or other remedy. Tenant acknowledges and agrees that it has no right condemnation; or option of (f) bound by any nature whatsoever, whether pursuant obligation under the Lease to perform any work or to make any improvements to the Lease or otherwise, Demised Premises except in respect to purchase the Landlord's obligations to complete the Office/Warehouse Complex and tenant improvements for the Premises or in accordance with the Property, or any portion thereof or any interest therein, provisions of the Lease and to restore the extent that Tenant has had, Office/Warehouse Complex after casualty or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lendercondemnation.

Nondisturbance. Lender does hereby agree with Tenant that, in If Successor Landlord shall succeed to the event Lender becomes the fee simple owner interests of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as Tenant complies with and performs its obligations Landlord under the Lease, provided that Tenant is not in default (a) beyond any period given Tenant in the Lease shall continue to cure such default) in full force and effect as a direct Lease between the succeeding owner payment of rent or any other amounts or in the performance of any of the Property and other term, covenants or conditions of the Lease to be performed by Tenant, upon and subject . Successor Landlord shall be bound to Tenant under all of the terms, covenants and conditions of the Lease, and Successor Landlord shall not disturb Tenant’s use, quiet enjoyment or occupancy of the Leased Premises. However, in any such event, Successor Landlord shall not be: a. Liable for any acts or omissions of any prior landlord (including, but not limited to, Landlord); or b. Subject to any offsets or defenses not specifically provided for in the Lease which Tenant might have arising out of acts or omissions of any prior landlord (including, but not limited to, Landlord); or c. Liable for any consequential damages attributable to any acts or omissions of any prior landlord (including, but not limited to, Landlord); or d. Obligated to give Tenant a credit for or acknowledge any rent or any other sums which Tenant has paid to Landlord which is in excess of the rent due under the Lease at the time Successor Landlord gave Tenant notice of it succeeding to the Landlord’s interests and not delivered to Successor Landlord; or e. Liable for the balance repayment of any monies paid by Tenant under the Lease, including without limitation, security deposits, unless Successor Landlord actually received possession of such monies; or f. Obligated to commence or complete any construction or contribute toward construction or installation of any improvements required under the Lease, or expand or rehabilitate existing improvements thereon, or restore improvements following any casualty not required to be insured under the Lease or pay the costs of any restoration in excess of the term proceeds recovered under any insurance required to be carried under the Lease or any condemnation award; or g. Liable for any damages or other relief attributable to any latent or patent defects in construction; or h. Liable for any costs or expenses related to any indemnification or representation provided by any prior landlord (including, but not limited to, Landlord) with respect to the Property or the Leased Premises; or i. Obligated to enforce any restriction on competition beyond the Leased Premises or pay any expenses or damages in connection with or arising from such restriction. Additionally, in such event, Tenant shall be bound to Successor Landlord under all of the terms, covenants and conditions of the Lease, and Lender will not disturb the possession of TenantSuccessor Landlord shall, from and (b) the Premises shall be subject after Successor Landlord’s succession to the Lease and Lender shall recognize interests of Landlord under the Lease, have the same remedies against Tenant as the tenant of the Premises for the remainder breach of any provision contained in the term of Lease, following applicable notice and cure periods, that Landlord might have had under the Lease in accordance with against Tenant if Successor Landlord had not acquired 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); or (ii) liable for any act or omission interests of any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid for more than Landlord under the current month or any security deposit or other prepaid charge paid to any prior landlord (including Landlord); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming 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. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against LenderLease.

Nondisturbance. Lender does hereby agree with Tenant that, in In the event Lender becomes (i) the fee simple owner of Trustee shall become the Property lessee under the Terminal 4 Lease by foreclosure, conveyance in lieu reason of foreclosure or otherwiseother proceedings brought to enforce the Collateral Documents (a “Foreclosure Action”) or (ii) of a cancellation or termination (including a rejection in a bankruptcy proceeding) of the Terminal 4 Lease or of the surrender thereof by IAT, whether voluntary, involuntary, or by operation of law, at any time prior to the expiration date of the Anchor Tenant Agreement (collectively with a Foreclosure Action, a “Terminal 4 Lease Termination”) where the Trustee (or any successor to the Trustee in connection with the exercise of remedies pursuant to the Terminal 4 Project Bond Documents, such assignee or the Trustee, as applicable being hereinafter referred to as a “Replacement Operator”) is in possession of the Terminal 4 Lease and is exercising the rights of IAT as lessee thereunder, or has become the lessee under a New Lease as defined in and in accordance with the provisions of the Basic Lease, and so long as Tenant complies with and performs Delta is not in default or in breach of its obligations duties under the LeaseAnchor Tenant Agreement (beyond the expiration of any applicable notice and cure period), the Trustee hereby covenants and agrees (aand shall cause any Replacement Operator, as a condition precedent to succeeding to Trustee’s rights) to covenant and agree, as follows: (i) The right of possession of Delta to Delta’s Terminal 4 Premises and Delta’s rights under the Anchor Tenant Agreement shall not be affected or disturbed by the Terminal 4 Lease Termination, and the Anchor Tenant Agreement shall continue in full force and effect. (ii) If the Terminal 4 Lease is cancelled or terminated and a new lease is entered into between the Port Authority and a Replacement Operator, the Anchor Tenant Agreement will continue in full force and effect as a direct Lease lease between the succeeding owner of the Property any Replacement Operator and TenantDelta, upon and subject to all of the terms, covenants and conditions of the LeaseAnchor Tenant Agreement, for the balance of the term of the Anchor Tenant Agreement (a “Direct Lease”), subject to the provisions of Section 3(b) below. So long as the Anchor Tenant Agreement is still in effect, the Replacement Operator (I) will recognize the Anchor Tenant Agreement and Lender the rights of Delta thereunder and will not disturb the possession of TenantDelta in, or under, the Anchor Tenant Agreement, and (bII) agree not to join Delta as a party defendant in any action or proceeding to terminate the Premises Terminal 4 Lease or to recover possession of Terminal 4 or the Terminal 4 Site. Such recognition and agreement shall be subject to the Lease effective and Lender shall recognize Tenant self-operative as the tenant of the Premises for the remainder date of termination of the term of the Terminal 4 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); or (ii) liable for any act or omission without execution of any prior landlord (including Landlord); orfurther instrument. (iii) bound by any rent or additional rent which Tenant might have paid for more than Upon the current month or any security deposit request of Delta, the Replacement Operator shall promptly execute and deliver such agreements or other prepaid charge paid instruments, in recordable form, as may be necessary or appropriate to any prior landlord (including Landlord); orevidence such non-disturbance. (iv) If the Replacement Operator becomes a Successor Sublessor (as defined in Section 3), it shall be bound by any amendment or modification all the terms, covenants, agreements, conditions and other provisions of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming Anchor 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. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against LenderAgreement.

Nondisturbance. Lender does hereby agree with So long as Tenant thatis not in default, beyond any applicable notice or grace period, in the event Lender becomes the fee simple owner performance of the Property by foreclosureterms, conveyance provisions and conditions contained in lieu of foreclosure or otherwise, the Lease and so long as Tenant complies with and performs its obligations under observes the Lease, provisions of this Agreement: (a) Tenant shall not be named or joined in any foreclosure, trustee's sale or other proceeding to enforce the Lease shall continue Deed of Trust unless the joinder is required by law in full force and effect as a direct Lease between the succeeding owner of the Property and Tenantorder to perfect such foreclosure, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, and trustee's sale or other proceeding; (b) the Premises enforcement of the Deed of Trust shall be subject to not terminate the Lease or disturb Tenant in the possession and Lender shall recognize Tenant as the tenant use of the Premises for Premises; and (c) the remainder leasehold estate granted by the Lease shall not be affected in any manner by any Transfer of the term Property or any other proceeding instituted or action taken under or in connection with the Deed of Trust, or by Agent's taking possession of the Lease Property or the Premises in accordance with any provision of the provisions thereofDeed of Trust; providedprovided that Agent, howeverif it becomes the Purchaser or if it takes possession under the Deed of Trust, that Lender and any other Purchaser shall not benot: (i) subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (ii) be liable for any damages (except for repairs required to be made under the Lease) attributable to any act or omission of any prior landlord under the Lease (including LandlordBorrower); (ii) be liable for any damages (except for repairs required to be made under the Lease) attributable to any latent or patent defects in construction with respect to any portion of the Property; (iii) be liable for any consequential damages attributable to any act or omission of Purchaser; (iv) be liable for any damages (except for repairs required to be made under the Lease) attributable to any breach of any representation or warranty contained in the Lease by any prior landlord under the Lease; (v) be subject to any offsets or defense not specifically provided for in the Lease and which Tenant may have against any prior landlord under the Lease, except those resulting from matters of which Tenant has given written notice to Agent; or (iiivi) bound except as may be required by any rent or additional rent which Tenant might have paid for more than the current month or Lease (E.G., any security deposit or other prepaid charge paid to any prior landlord (including Landlordmonthly estimates of Tenant's proportionate share of operating expenses and real estate taxes); or (iv) , be bound by any prepayment by Tenant of more than one month's installment of rent or for any security deposit not actually delivered to Purchaser or by any modification or amendment of or to the Lease unless the prepayment, amendment or modification shall have been approved in writing by Agent or by any subsequent beneficiary under the Deed of the Lease made without its written consentTrust, which approval shall not be unreasonably withheld or delayed. Nothing contained herein The failure of Agent or such beneficiary to approve or disapprove a proposed prepayment, modification or amendment within 30 days after receipt of a request shall prevent Lender from naming 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. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lenderdeemed an approval thereof.

Nondisturbance. So long as Tenant is not in default under the Lease beyond any notice and cure period expressly provided in the Lease, Lender does hereby agree agrees with Tenant that, that in the event the interest of Landlord is acquired by Lender, or Lender becomes acquires title to the fee simple owner Property or comes into possession of said Property by reason of foreclosure or enforcement of the Property Deed of Trust or the Note, or by foreclosure, a conveyance in lieu thereof, or by any other means, Tenant’s possession of foreclosure or otherwisethe Premises and Tenant’s rights, so long as Tenant complies with privileges and performs its obligations under the Lease shall not be disturbed, diminished or interfered with by Lender or any party claiming through Lender during the term of the Lease, (a) including any extensions thereof permitted to Tenant, and the Lease shall continue in full force and effect and shall not be terminated except in accordance with the terms of the Lease. Immediately upon the acquisition by Lender or Purchaser of possession or title to the Property by reason of foreclosure or enforcement of the Deed of Trust or the Note, or by a conveyance in lieu thereof, or as a direct Lease between the succeeding owner result of the Property and Tenantany other means, upon and subject Tenant agrees to be bound to Lender or Purchaser under all of the terms, covenants covenants, and conditions of the Lease, Lease for the balance of the term of thereof, including any extensions thereof permitted to Tenant, with the same force and effect as if Lender or Purchaser were the landlord under the Lease, and Tenant does hereby attorn to Lender will not disturb or Purchaser 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 Tenantthe terms, covenants, and (b) the Premises shall be subject to conditions of the Lease and Lender shall recognize Tenant as shall, from and after the tenant occurrence of the Premises for events set forth above, have the remainder of the term of same remedies that Tenant might have had under the Lease in accordance with the provisions thereofagainst Landlord; provided, however, that Lender or Purchaser shall not be: (i) a. liable to Tenant for damages for any act or omissions of Landlord or any prior landlord occurring prior to Lender or Purchaser obtaining possession or title to the Property; b. subject to any claimsoffsets, offsets claims or defenses which Tenant might have ‘ against Landlord or against any prior landlord (including Landlord); orwhich arise prior to the date Lender or Purchaser obtains possession or title to the Property; (ii) liable for any act or omission of any prior landlord (including Landlord); or (iii) c. bound by any rent or additional rent or deposit, rental security or any other sums which Tenant might may have paid for more than the current month to Landlord or any security deposit or other prepaid charge paid to any prior landlord (including Landlord); orlandlord; (iv) d. bound by any amendment or modification of the Lease made without its Lender’s prior written consent. Nothing contained herein shall prevent Lender from naming ; or e. obligated or liable to Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant with respect to the Mortgage to construction or completion of the extent necessary under applicable Law initial improvements in order for Lender to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises for Tenant’s use, enjoyment or the Property, occupancy or any portion thereof payment 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 Mortgage and is hereby waived and released as against Lenderallowance in connection therewith.

Nondisturbance. Lender does hereby agree with Notwithstanding anything contained in Section 15 -------------- of the Lease to the contrary: (a) If this Lease is subordinate to any existing fee or leasehold mortgages or ground or air space leases covering the underlying land, Building or Common Areas, Landlord, prior to the Lease Commencement Date, shall obtain, have executed and shall deliver to Tenant, a Subordination, Nondisturbance and Attornment Agreement by and between the Tenant thatand such prior party, in the event Lender becomes form of Exhibit E attached to this Lease. --------- (b) Subject to the provision of subsection (i) below, this Lease shall be subordinate and subject to any future fee simple owner of or leasehold Mortgages and ground leases covering the Property by foreclosureunderlying land, conveyance in lieu of foreclosure Building or otherwiseCommon Areas. (i) If any Mortgage is foreclosed or ground lease or air space lease is terminated, so long as Tenant complies with and performs its obligations under the Lease, then: (a1) the This Lease shall continue in full force and effect as a direct effect, and (2) Tenant's quiet enjoyment shall not be disturbed if Tenant is not in default of this Lease between the succeeding owner of the Property beyond any applicable grace and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, notice period provided herein for the balance of cure thereof, and (3) Tenant shall attorn to and recognize the term of the Leasemortgagee, and Lender will not disturb the possession of purchaser at a foreclosure sale or ground or other lessor ("Successor Landlord") as Tenant, and (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as the tenant of the Premises 's landlord for the remainder of the term of the remaining Lease in accordance with the provisions thereofTerm; 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); orand (ii) liable for any act or omission This subsection shall be self-operative; however, Landlord shall use commercially reasonable efforts to cause a future lender to enter into an agreement confirming such subordination, attornment and non-disturbance if either party so requests. However, the obtaining of any prior landlord (including Landlord); or (iiisuch subordination, attornment and non-disturbance agreement(s) bound by shall not be a condition of this Lease. Landlord shall not be required to incur any rent cost or additional rent which expense in connection with obtaining such agreement(s) other than normal mail costs, and Landlord shall have no liability to 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 (iv) bound by any amendment or modification arising out of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant refusal of Landlord's mortgagee 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. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, execute any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lenderagreement.

Nondisturbance. Lender does hereby agree with Tenant thatIf the interests of Landlord shall be transferred to and owned by any Lender, whether as mortgagee in the event Lender becomes the fee simple owner possession or otherwise, its nominee or assignee or any purchaser by reason of the Property by foreclosure, conveyance foreclosure or other proceedings brought in lieu of foreclosure or otherwisepursuant to a foreclosure, so long or by any other manner, and the successors and assigns of such purchasers and/or transferees (as applicable, a “Lender Party”), provided that the Tenant complies with and performs its obligations under is not then in default (beyond any period given to cure such default per the terms of the Lease, (a) in the Lease shall continue in full force and effect as a direct Lease between the succeeding owner performance of the Property and Tenant, upon and subject to all any of the terms, covenants and or conditions of the LeaseLease on the Tenant’s part to be performed, for or provided that the balance Lender elects to so recognize such rights regardless of such default (but in no way shall such election waive the Lender’s rights otherwise because of such default), then: (i) the Tenant’s possession of the term of Leased Premises and the Tenant’s rights and privileges under the Lease, including any extensions, renewals options and rights of first refusal, shall not be diminished or interfered with by any Lender will Party (provided that Lender’s exercise of the non-judicial power of sale or other remedies in the Deeds of Trust shall not disturb the possession of Tenant, and (b) the Premises shall be subject to any option, right of first refusal or similar right of Tenant under the Lease and Lender shall recognize Tenant as the tenant Lease), (ii) Tenant’s occupancy of the Leased Premises for shall not be disturbed by any Lender Party during the remainder of the remaining term of the Lease in accordance with the provisions thereof; provided, however, that Lender shall not be: (i) subject to and any claims, offsets extensions or defenses which Tenant might have against any prior landlord (including Landlord); or (ii) liable renewals thereof for any act or omission reason, except for a subsequent default by the Tenant (beyond any period given to cure such default per the terms of any prior landlord (including Landlord)the Lease) under the Lease; or and (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 shall not be named as a party to any prior landlord (including Landlord); or (iv) bound by any amendment judicial or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming Tenant in any non-judicial foreclosure or other action or proceeding initiated to enforce the Deeds of Trust unless joinder is required by Lender pursuant law, but in such case will not seek any affirmative relief against Tenant, 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. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to terminate the Lease or otherwise, to purchase disturb Tenant’s possession of 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 Mortgage and is hereby waived and released as against LenderLeased Premises.