Common use of Lender Consent and Confirmation Clause in Contracts

Lender Consent and Confirmation. Landlord represents and warrants to Tenant that: (a) Landlord owns fee simple title to the Project, subject to a Mortgage, Assignment of Leases and Rents, Fixture Filing and Security Agreement dated August 16, 2006, recorded on August 17, 2006, as Document No. 4294846, in the Office of the Registrar of Titles in and for Hennepin County, Minnesota (the “Mortgage”); (b) the Mortgage is currently held by Bank of America, National Association, as successor by merger to LaSalle Bank, National Association, as Trustee for Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-TOP24 (“Mortgage Holder”); and (c) except for the Mortgage, the Landlord’s interest in the Project is not subject to any mortgages or monetary liens. Landlord agrees to obtain and deliver to Tenant as soon as reasonably possible, but in no event later than July 31, 2010, a Subordination, Non-Disturbance and Attornment Agreement (the “Mortgage Holder SNDA”), in the form attached hereto as Exhibit T, or with such changes thereto as are approved by Tenant, executed and acknowledged by the Mortgage Holder. If the Mortgage Holder SNDA is executed on behalf of the Mortgage Holder by a servicer or other third party purporting to act for and bind the Mortgage Holder, then the Mortgage Holder SNDA shall be accompanied by recordable evidence of the authority of such servicer or third party to so act for and bind the Mortgage Holder, which recordable evidence of authority shall be in form and substance acceptable to Tenant. If Landlord shall fail to deliver to Tenant a recordable original of the Mortgage Holder SNDA (and, if applicable, recordable evidence of authority of any servicer or third party purporting to act for and bind the Mortgage Holder, as described above) by July 31, 2010, Tenant may by written notice to Landlord terminate this Fourth Amendment at any time on or before August 31, 2010, and upon any such termination, this Fourth Amendment shall be of no further force or effect, except that Landlord shall reimburse Tenant for the actual out-of-pocket costs and expenses incurred by Tenant in connection with this Fourth Amendment, including, without limitation, design fees, construction costs and expenses, attorneys’ fees and consultants’ fees. [Continued on Next Page]

Lender Consent and Confirmation. Landlord represents and warrants to Tenant that: (a) Landlord owns fee simple title to the Project, subject to a Mortgage, Assignment of Leases and Rents, Fixture Filing and Security Agreement dated August 16, 2006, recorded on August 17, 2006, as Document No. 4294846, in the Office of the Registrar of Titles in and for Hennepin County, Minnesota (the “Mortgage”); (b) the Mortgage is currently held by Bank of America, National Association, as successor by merger to LaSalle Bank, National Association, as Trustee for Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-TOP24 (“Mortgage Holder”); and (c) except for the Mortgage, the Landlord’s interest in the Project is not subject to any mortgages or monetary liens. Landlord agrees to obtain and deliver to Tenant as soon as reasonably possible, but in no event later than July 31, 2010, a Subordination, Non-Disturbance and Attornment Agreement (the “Mortgage Holder SNDA”), in the form attached hereto as Exhibit T, or with such changes thereto as are approved by Tenant, executed and acknowledged by the Mortgage Holder. If the Mortgage Holder SNDA is executed on behalf of the Mortgage Holder by a servicer or other third party purporting to act for and bind the Mortgage Holder, then the Mortgage Holder SNDA shall be accompanied by recordable evidence of the authority of such servicer or third party to so act for and bind the Mortgage Holder, which recordable evidence of authority shall be in form and substance acceptable to Tenant. If Landlord shall fail to deliver to Tenant a recordable original of the Mortgage Holder SNDA (and, if applicable, recordable evidence of authority of any servicer or third party purporting to act for and bind the Mortgage Holder, as described above) by July 31, 2010, Tenant may by written notice to Landlord terminate this Fourth Amendment at any time on or before August 31, 2010, and upon any such termination, this Fourth Amendment shall be of no further force or effect, except that Landlord shall reimburse Tenant for the actual out-of-pocket costs and expenses incurred by Tenant in connection with this Fourth Amendment, including, without limitation, design fees, construction costs and expenses, attorneys’ fees and consultants’ fees. [Continued on Next Page].

Lender Consent and Confirmation. Landlord represents and warrants to Tenant that: (a) Landlord owns fee simple title to the Project, subject to a Mortgage, Assignment of Leases and Rents, Fixture Filing and Security Agreement dated August 16, 2006, recorded on August 17, 2006, as Document No. 4294846, in the Office of the Registrar of Titles in and for Hennepin County, Minnesota (the “Mortgage”); (b) the Mortgage is currently held by Bank of America, National Association, as successor by merger to LaSalle Bank, National Association, as Trustee for Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-TOP24 (“Mortgage Holder”); and (c) except for the Mortgage, the Landlord’s interest in the Project is not subject to any mortgages or monetary liens. Landlord agrees to obtain and deliver to Tenant as soon as reasonably possible, but in no event later than July 31November 15, 20102011, a Subordination, Non-Disturbance and Attornment Agreement (the “Mortgage Holder SNDA”), in the form attached hereto as Exhibit T, or with such changes thereto as are approved by Tenant, executed and acknowledged by the Mortgage Holder. If the Mortgage Holder SNDA is executed on behalf of the Mortgage Holder by a servicer or other third party purporting to act for and bind the Mortgage Holder, then the Mortgage Holder SNDA shall be accompanied by recordable evidence of the authority of such servicer or third party to so act for and bind the Mortgage Holder, which recordable evidence of authority shall be in form and substance acceptable to Tenant. If Landlord shall fail to deliver to Tenant a recordable original of the Mortgage Holder SNDA (and, if applicable, recordable evidence of authority of any servicer or third party purporting to act for and bind the Mortgage Holder, as described above) by July 31November 15, 20102011, Tenant may by written notice to Landlord terminate this Fourth Amendment at any time on or before August 31January 17, 20102012, and upon any such termination, this Fourth Amendment shall be of no further force or effect, except that Landlord shall reimburse Tenant for the actual out-of-pocket costs and expenses incurred by Tenant in connection with this Fourth Amendment, including, without limitation, design fees, construction costs and expenses, attorneys’ fees and consultants’ fees. [Continued the balance of this page intentionally left blank] [signatures are set forth on Next Pagethe following two pages]

Lender Consent and Confirmation. Landlord represents and warrants to Tenant that: (a) that Landlord owns fee simple title to the Project, subject only to a Mortgage, Assignment Mortgage in favor of Leases and Rents, Fixture Filing and Security Agreement dated August 16, 2006, recorded on August 17, 2006, as Document No. 4294846, in the Office of the Registrar of Titles in and for Hennepin County, Minnesota (the “Mortgage”); (b) the Mortgage is currently held by LaSalle Bank of America, National Association, as successor by merger to LaSalle Bank, National Association, as Trustee for Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-TOP24 (“Mortgage Holder”); and (c) except for the Mortgage, the Landlord’s interest in the Project is not subject to any mortgages or monetary liens. Landlord agrees to obtain and deliver to Tenant as soon as reasonably possible, but in no event later than July 31June 30, 20102008, a Subordination, Non-Disturbance and Attornment Agreement (the “Mortgage Holder SNDA”), in the form attached hereto as Exhibit T, or with such changes thereto as are approved by Tenant, executed and acknowledged by the Mortgage Holder. If the Mortgage Holder SNDA is executed on behalf of the Mortgage Holder by a servicer or other third party purporting to act for and bind the Mortgage Holder, then the Mortgage Holder SNDA shall be accompanied by recordable evidence of the authority of such servicer or third party to so act for and bind the Mortgage Holder, which recordable evidence of authority shall be in form and substance acceptable to Tenant. If Landlord shall fail to deliver to Tenant a recordable original of the Mortgage Holder SNDA (and, if applicable, recordable evidence of authority of any servicer or third party purporting to act for and bind the Mortgage Holder, as described above) by July 31June 30, 20102008, Tenant may by written notice to Landlord terminate this Fourth Second Amendment at any time on or before August 31, 20102008, and upon any such termination, this Fourth Second Amendment shall be of no further force or effect, except that Landlord shall reimburse Tenant for the actual out-of-pocket costs and expenses incurred by Tenant in connection with this Fourth Second Amendment, including, without limitation, design fees, construction costs and expenses, attorneys’ fees and consultants’ fees. [Continued on Next Page].